HomeMy WebLinkAboutR-94-0569J-94-S80
7/06/94
ATTACHMENT (S'l
CONTAINED
RESOLUTION NO. 9 4 - 569
A RESOLUTION, WITH ATTACHMENT, AUTHORIZING
THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT, IN SUBSTANTIALLY THE
ATTACHED FORM, WITH HEDG-PETS & GALLAHER,
INC. ("CONSULTANT") TO: PROVIDE EXPERT
PROFESSIONAL SERVICES IN CONNECTION WITH THE
CITY'S REAL ESTATE HOLDINGS, AT A COST NOT TO
EXCEED FIFTY THOUSAND DOLLARS ($50,000.00);
USING FUNDS -THEREFOR FROM SPECIAL PROGRAMS
AND ACCOUNTS, AS PREVIOUSLY ALLOCATED BY
RESOLUTION NO. 94-99.
WHEREAS, on February 17, 1994, the City Commission. adopted
Resolution No. 94-99 which directed the administration to
negotiate a professional services agreement with an expert in the
field of real estate to enable the City to maximize the economic
return and social benefits in connection with the City 's real
estate holdings; and r
WHEREAS, Hedg-Peth & Gallaher, Inc., (the "Consultant") has
the necessary professional qualifications required to assist the
City of Miami in the field of real estate; and
WHEREAS, the Consultant is .ready, willing, and able to
perform the required professional services for the City;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
CITY COMMISSION
MEETUIC OF
F.
JI i. 2 6 T94
Resolution No.
Section 1. The recitals and findings contained in the
Preamble to this Resolution are hereby adopted by reference
therto and incorporated herein as if fully set forth in this
Section.
Section 2. The City Manager is hereby authorized to
enter into a professional services agreement, in substantially
the attached form, with Hedg-Peth & Gallaher, Inc. for expert
professional services in the field of real estate management at a
cost not to exceed Fifty 'Thousand Dollars ($50,000.00), using
funds therefor from Special Programs and Accounts, as previously
allocated by Resolution No. 94-99.
Section 3. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 26th
AT S
MATTY HIRAI Y
CITY CLERK
PREPARED AND APPROVED BY:
1`�
JffL-IE O. BRU
ASSISTANT CITY ATTORNEY
JOB:kd:bss:M4467
_ day of July- 944-,�
Ur 1994.
(Kk 1A 4 0
EPHEN P. C,IRK, MAYOR
APPROVED AS TO FORM AND
CORRECTNESS:
A 7 QU-IXN /JQ6BS , I
CITY ATT6RREY
94- 569
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PROFESSIONAL SERVICES AGREEMENT
This Agreement 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 Hedg-peth
I
& Gallaher, Inc. hereinafter referred to as "CONSULTANT".
RECITAL
WHEREAS, the City Commission pursuant to Resolution 94-99
adopted on February 17, 1994 has determined that the CITY
requires the advice of an expert in the field of real estate to
enable the CITY to maximize the economic return and social
benefits in connection with the CITY's real estate holdings; and
WHEREAS, the CONSULTANT has the necessary professional
qualifications required to assist the CITY in the field of real
estate; and
WHEREAS, the CONSULTANT is ready, willing, and able to
perform the required professional services for the CITY.
NOW, THEREFORE, in consideration of the promises and the
mutual covenants and obligations herein contained, and subject to.
the terms and conditions hereinafter stated, the parties hereto
understand and agree to as follows:
I. SCOPE OF SERVICES:
The CONSULTANT shall provide the following professional
services:
PHASE I - ASSET MANAGEMENT DEPARTMENT
I.1 Meet with the Asset Management Department to review the
City's real estate portfolio in its current format; and
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1.2 Meet with the Asset Management and Computer Departments
to determine and recommend computer hardware and
software necessary to the management of the City's real
estate portfolio, including:
- Present conditions
- Ancillary Hardware
Hardware and Software recommendation
--Staff assistance
I.3 Expense allocation - Asset Management Dept. Management
Fee
PHASE II - LEASE MANAGEMENT
II.1 Review leases/permits: r
City of Miami is Landlord
Lease Commencement and Expiration
Minimum Rent
- Current Rent as adjusted
- Lease escalation - Operating expenses pass through
- CPI escalation and application
Insurance
Exceptional Clauses
Security Account verification
Delinquencies and collections.
Gross Rent Roll
- Building expense audit
City of Miami as Tenant
- Lease Commencement and Expiration
- Minimum Rent
2
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C
- Current Rent as.adjusted
-Operating Expenses allocation
- CPI increase calculations
- Insurance
II.2 Lease Summary
- Provide the City a computerized review of both
type of leases and install into city's computer
system acquired as result of item I.2 of this
contract scope of work, including on-line
photographs; and
- Provide the City a hard copy of printed data
f
base, including photographs, and
- Arrears Schedule
- Expiration Schedule
II.3 Develop Standardized lease and concession language,
including
- Office building lease - Gross - Net
- Retail - Net lease - Triple Net
- Parking lease
- Storage lease
- Marina lease
— Restaurant lease
- Hotel
- Golf Course lease
- Social lease
PHASE III - REAL PROPERTY
III.1 Inspection of city's properties
- Physical condition 9 4- 569
3 -
- Photographs
-,Area conditions
- Separate the properties into various categories,
such as:
Parks , ±
Governmental purposes
Housing
Income production
Social services
Vacant
- Compliance with ADA Standards
III.2. Investigate deed documents
- Identifying the parties of conveyance
- Date of conveyance
- Deed restrictions
- Type of deed
- Match the legal description with the address of
the property
r - Summarize on a master schedule
III.3 - Provide the City the computerized real property
data and install into city's computer system
acquired as result of item I.2 of this contract
scope of work, including on-line photographs;
and
III.4 - Provide the City a hard copy of printed data
base, including photographs, and
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III.5 Recommend strategy for maximizing the Financial return
and Social benefits of the City's properties.
II. COMPENSATION:
A. The CITY shall pay the CONSULTANT, as compensation for
the full satisfactory and complete performance of
services required pursuant to Section I hereof, a fee
not to exceed Fifty Thousand Dollars ($50,000.00).
B. A retainer fee of Five Thousand ($5,.000) shall be paid
upon execution of this Agreement. Thereafter,
compensation shall be paid on the following basis:
Upon completion of Phase I - $ 5,000
Upon completion of Phase'II - $20,000
Upon completion of Phase III - $20,000
III. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
CONSULTANT shall comply with all applicable laws, ordinances
and codes of federal, state, and local governments.
IV. TIME OF PERFORMANCE:
The CONSULTANT shall commence work upon direction to proceed
and complete all work under this Agreement by six months from
time of approval by City Commission. It is understood and agreed
to by the parties that subject to the availability of factual
information necessary to complete the analyses, the CONSULTANT
shall provide the services provided for in Section I, above, in
the most expeditious manner possible.
V. GENERAL CONDITION:
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94- 569
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 messenger 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:
CONSULTANT:
City Manager HEDG PETH be GALLAHER, INC.
City of Miami One Datran Center f
3500 Pan American Drive 9100 South Dadeland Boulevard____..
Miami, Florida 33133 Suite 1704
Miami, Florida 33156
B. Title and Paragraph headings are for convenience
reference and are not part of this Agreement.
C. In the event of conflict between terms of this
Agreement and any terms or conditions contained in any
attached documents, the terms in this Agreement shall
rfile .
D. 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.
E. Should any provision, .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 State
- 6 - 94- 569
of Florida 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, them same shall be deemed severabl6 and, in
either event, the remaining terms and provisions of
this Agreement shall remain unmodified and in full
force and effect.
VI. OWNERSHIP OF DOCUMENTS:
All documents and electronic data files developed by
CONSULTANT under this Agreement shall be delivered to CITY by the
f
CONSULTANT upon completion of the services required pursuant to
Section II hereof and shall become the property of CITY, without
restriction or limitation on its use. CONSULTANT agrees that 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.
It is further understood by and between the parties that any
information, writings, electronic data, maps, contract documents,
reports or any other matter whatsoever which is given by CITY to
CONSULTANT pursuant to this Agreement shall at all times remain
the property of CITY and shall not be used by CONSULTANT for any
other purposes whatsoever without the written consent of CITY.
VII. AUDIT RIGHTS:
CITY reserves the right to audit the records of CONSULTANT
pertaining to this Agreement and compensation paid by the CITY in
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connection therwith at any time during the performance of this
Agreement and for a period of one year after final payment_ is
made under this Agreement.
VIII. AWARD OF AGREEMENT:
CONSULTANT warrants that it has not employed or retbined any
person 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 employed by the CITY any fee, commission percentage,
brokerage fee, or gift of any kind contingent upon or resulting
from the award of this Agreement.
I8. CONSTRUCTION OF AGREEMENT:
F
This Agreement shall be construed and enforced according to
the laws of the State of Florida and venue shall be in Dade
County, Florida.
X. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties herein,
their heirs, 'executors, legal representatives, successors, and
assigns.
r-
XI. INDEMNIFICATION:
CONSULTANT shall indemnify and save CITY harmless from and
against any and all claims, liabilities, losses, and causes of
action which may arise out of CONSULTANT's negligent activities
under this Agreement, including any person acting for or on its
behalf, and from and against all costs, attorney's fees, expenses
and liabilities incurred in the defense of any such claims, or in
the investigation -thereof.
%II. INSURANCE:
-s-
94— 569
.
A. CONSULTANT shall not commence work on this Agreement
until he has has obtained all insurance required under
this Section and such insurance has been approved by
the CITY.
B. The CONSULTANT shall maintain during the term of this
Agreement the following coverage:
1. Professional Liability Insurance in the minimum
amount of $1,000,000.00 covering all liability
arising out of the activities of CONSULTANT under
this Agreement.
2. Worker's Compensation Insurance in the statutory
F
amounts. The insurance coverage required shall
include those classifications. as listed in the
standard liability insurance manuals, which most
nearly reflect the operations of the CONSULTANT.
3. Automobile Liability Insurance covering all owned,
non -owned, and hired vehicles used by CONSULTANT
in connection with work arising out of this
~� Agreement. Coverage shall be written with at
least a combined single limit of $300,000.00 for
Bodily Injury and Property Damage.
C. All insurance policies shall be issued by companies
authorized to do business under the laws of the State
of Florida; and which are approved according to
specifications of the Insurance Coordinator of the
CITY.
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94- 569
D. The CONSULTANT shall furnish Certificates of Insurance
, to theCITY prior to the commencement of operations,
which Certificates shall clearly indicate that the
CONSULTANT has obtained insurance in the type, amount
and classification as required for compliance with
this Section, and that no material change or
cancellation of insurance shall be effective without
thirty (30) days written notice to the CITY.
E. Compliance with the foregoing requirements shall not
relieve the CONSULTANT of its liability and obligations
under this Section or any portion of.this Agreement.
BIII. CONFLICT OF INTEREST: A. CONSULTANT covenants that no person under its employ
who presently exercises any functions or
responsibilities in connection with this Agreement has
any personal financial interests, direct or indirect,
with CITY. 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.
B. 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 shall fully comply in all respects with the
terms of said laws.
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94- 569
.
%IV. INDEPENDENT CONTRACTOR:
CONSULTANT and its employees and agents shall be deemed to
be independent contractors, and not agents or employees of CITY,
and shall not attain any rights or benefits under the Civil
Service or Pension Ordinances of CITY, or any rights�•Ejenerally
afforded classified or unclassified employees; further he/she
shall not be deemed entitled to the Florida Workers' Compensation
benefits as an employee of CITY.
%V. TERMINATION OF CONTRACT:
CITY retains the right to terminate this Agreement at any
time prior to the completion of the services required pursuant to
f*
paragraph II 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
r
that any payment made in accordance with this Section to
CONSULTANT shall be made only if the CONSULTANT is not in default
under the terms of this Agreement. If CONSULTANT is in default,
then CITY shall in no way be obligated and shall not pay to
CONSULTANT any sum whatsoever.
ZVI. NONDISCRIMINATION:
CONSULTANT agrees that it shall not discriminate as to race,
sex, color, creed, national origin, or handicap in connection
with its performance under this Agreement.
n
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%VII. MINORITY PROCUREMENT COMPLIANCE:
CONSULTANT acknowledges that it has been furnished a copy of
Ordinance No. 10062, the Minority Procurement Ordinance of the
CITY, and agrees to comply with all applicable substantive and
procedural provisions therein, including any amendments_,thereto.
%VIII. CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability
of funds and continued authorization for program activities and
is subject to amendment or termination due to lack of funds, or
authorization, reduction of funds, and/or change in CITY policy
or regulations.
%IS. DEFAULT PROVISION:
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, upon written notice to CONSULTANT may
cancel and terminate this Agreement, and 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.
BB. ENTIRE AGREEMENT:
This instrument and its attachments constitute the sole and
only Agreement of the parties hereto relating to said grant and
correctly sets 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.
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94- 569
i
%%I. 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 the day and year first above written.
CITY OF MIAMI, a municipal
Corporation of the State of
ATTEST: Florida
MATTY HIRAI
City Clerk
WITNESSES:
APPROVED AS TO FORM AND
CORRECTNESS:
A. QUINN JONES, III
City Attorney
JOB:kd:M488
By
CESAR H. ODIO
City Manager
CONSULTANT:
By
Robert E. Gallaher, Jr., MAI
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94- 569
.J LA L — 40. V. w e ar a :.. : 10 ;ZP
R .. IN '.
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM 28
TO ` Honorable mayor and Members DATE : 5 1994 FILE
of the City Commission
SUBJECT ' Professional Services
Agreement
FROM ; REFERENCES
Cesa City Co mission Meeting
City yesr eNoaoounru: of July 14, 1994
._ . ,..,� �...... ......�.�. ram... �.�
61
RECONMENOATION t
It is respectfully recommended that the Comission adopt the attached
Resolution, authorizing the City MAn aopr to enter into a professional services
agreement, in substantially the form attached, with Hedgg-Peth and Gallaher,
Inc., for real estate consultant services pursuant to Resolution 94-99
regarcing assessing the Citys' real, estate holding and making recommend atiuns
for maximizing the finarlUia1 return and social benefits to the city. Total
compensation for the said sorvices will be limited to $50,000.
BACK OUN.D
The Office of Asset Management and Capital Improvements recommends the
approval of the attached Resolutiuii to retain Hedg-Peth and Gallaher, Inc., to
advise the city in the field of real estate to enable the city to maximize the
economic return and social benefits in rannpction with the city's real estate
holdings. By resolution 94-99, the City Commission directed the
administration to negotiate a professional services agreement with a real
estate consultant and allocated an amount not to exceed f50,000.
94- S69 eeI