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HomeMy WebLinkAboutR-93-0196J-93--21.7 Aam 3/18/93 91 r RESOLUTION NO. 9 3 e 196 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 ACCOUNT- ING FIRM OF SHARPTON BRUNSON & CO., TO ANA- LYZE THE FINANCIAL VIABILITY OF A PROPOSAL SUBMITTED IN RESPONSE TO THE REQUEST FOR PROPOSALS FOR THE DINNER KEY BOATYARD AND MARINA UNIFIED DEVELOPMENT PROJECT ISSUED ON AUGUST 7, 1992; AUTHORIZING COMPENSATION FROM FUNDS AVAILABLE IN THE FISCAL YEAR 7.993 PROFESSIONAL SERVICES ACCOUNT OF THE DEPART- MENT OF DEVELOPMENT AND HOUSING CONSERVATION BUDGETED FUNDS, 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, PLUS 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, the City Commission adopted Resolution No. 92- 488 on July 16, 1992, authorizing the issuance of a request for proposals for the Dinner Key Boatyard & Marina Unified Develop- ment Project, located at 2640 South Bayshore Drive, Miami, Flori- da; and WHEREAS, Section 29-A(c) of the City Charter requires the City Commission to select a certified public accounting F ("CPA") firm to analyze proposals based on certain specific 3 evaluation criteria defined in the Request for Proposals and to render a written report of its findings to the City Manager; and ATTACHMENT (S) CONTAINED CITY COM' wasion bMTING OF MAR 25M3 R..&Uxtk. M1% 93 - 196 WHEREAS, by the adoption of Resolution No. 92-488 on July 16, 1992, the City Commission further selected the certified public accounting firm of Arthur Andersen & Co., with minority owned firm participation of Sharpton Brunson & Co. to analyze proposal submissions; and WHEREAS, the Request for Proposals document issued on August 7, 1992 generated one proposal on the proposal submission deadline of February 16, 1993; and WHEREAS, it is now necessary to enter into a profes- sional services agreement with Arthur Andersen & Co. with partic- ipation of Sharpton Brunson and Co., to analyze the financial viability of a proposal received on February 16, 1993, in an amount not to exceed $25,000, plus out-of-pocket expenses in an amount not to exceed $3,000; and WHEREAS, the scone 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 returns to the City; and WHEREAS, compensation for such services in an amount not to exceed $25,000 plus out-of-pocket expenses not to exceed $3, 000 i.s available from funds in the Professional Services Account of the Department of Development & Housing Conservation FY 1993 Budget; and -2- 93- 196 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 devel- opment agreement; 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 Sharpton Brunson and Co., to analyze a proposal submitted in response to the Request for Proposals for the Unified Development of the Dinner Key Boatyard & Marina project whereby the firm will analyze the financial viability of the proposed development team and financing strate- gies, 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 1993 Professional Services Account of the Department of -3- 93-- 196 EM Development & Housing Cor,seyvation Budgeted Funds, to be reim- bursed to the City by the proposer upon execution of a negotiated development agreement, in an amount not to exceed $25,000, for analysis, plus 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. Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 25th day of March , 1993. l ATTE&L' �:? VIER. L. S AREZ, MAYOR MATTY HI:RAI , CITY CLERK FINANCE REVIEW: BUDGETARY REVIEW: — CAR ARCIA, DIRECTOR MANOHAR S-X8VkANA, DIRECTOR _= FINANCLe DEPARTMENT DEPARTMENT F BUDGET PREPARED AND APPROVED BY: APPROVED AS TO FORM AND CORRECTNESS: FAEL O. DIA A. QU; 2 J N S III DEPUTY CITY ATTORNEY CITY ATTO i -4- 93- 196 PRQFESSIM L_S_FRVICES AGREEMENT . This Agreement is entered into this day of , 1993, 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". FEE C I T A L S:. WHEREAS, the City of Miami Commission on July 16, 1992, adopted Resolution No. 92-488 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, marina, and optional ancillary marine -related retail use on approximately 10.88 acres of City -owned waterfront proper- ty located at 2640 South Bayshore Drive, Miami, Florida, and; WHEREAS, Section 29-A(c) of the City of Miami Charter re- quires the City Commission to select a certified public account- ing 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. 92- 488 selected the certified public accounting firm of Arthur Andersen & Co., in association with minority owned firm partici- pation of Sharpton Brunson & Co., hereinafter referred to as "SUBCONSULTANT," for the purpose of analyzing the proposal sub- 0�_ 113193 11 mitted on February 16, 1993, Project; and for said Unified Development : 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 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 professional services, plus 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 condi- tions hereinafter stated, the parties hereto stipulate, under- stand and agree as follows: The term of this Agreement shall commence upon execution of same, and shall terminate upon completion of CONSULTANT'S respon- sibilities as outlined below in Section II, entitled "SCOPE OF SERVICES." 93- 196 wwa - 11. SCOPE OFS,ERVICE5_ Pursuant to the dictates of Section 29-A(c) of the City of Miami Charter, this Agreement and the. Request for Proposals for the Dinner Key Boatyard & Marina Unified Development Project, under the general direction of the Director of the Department of Development & Housing Conservation, CONSULTANT'S responsibil- ities are as follows: A. CONSULTANT shall review the Request for Proposals (RFP) and identify the issues required to be addressed by the respon- dent. B. CONSULTANT shall specifically review the responsive ppoposer's package to evaluate the following criteria: Prior experience and overall capability of the develop - went team. In this, CONSULTANT, will summarize the key aspects of the proposer's and development team's expe- rience which are most relevant to the Unified Develop- ment Project; Organizational structure, financial capability, and proposed financing strategies presented -by the develop- ment 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 in- cluded in the package and whether it was compiled by a certified public accountant. Finally, CONSULTANT will outline the proposed financing strategy and provide a 93-- 196 -3- summary of, evaluation of the strength of the team and reasonableness of the program presented; 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 con- duct market area research, to the extent that is re- quired, 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; 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 applica- ble) and any other financial returns, deemed appropri- ate. This analysis will be based on the proposer's lease agreement and the estimates of construction costs and future performance, whichever is appropriate. C. CONSULTANT shall provide a preliminary financial analy- sis of the proposal and submitted supplemental materials to the Review Committee. D. CONSULTANT shall attend all of the oral presentations of the proposer, as may be scheduled by the Review Committee. V3-- 196 E. 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 (4) Financial return to the CITY F. CONSULTANT shall attend meetings with the City Manager or his designee to review the findings. G. CONSULTANT shall attend meetings with the City Commis- sion regarding the selection of the proposer. III COMPENSATION A. The CITY shall pay, the CONSULTANT, as maximum compensa- tion for the services performed, a fee not to exceed $25,000, plus out--of-pocket expenses not to exceed $3,000. The $25,000 maximum fee will, be divided among CONSULTANT and SUBCONSULTANT as s follows: Arthur Andersen & Co. $18,750 Sharpton Brunson & Co. $E,250 Total $25,000 In she event that the fee paid CONSULTANT is less than the $25,000 maximum fee, CONSULTANT and SUBCONSULTANT shall split the fee paid according to the following percentages; Arthur Andersen & Co. 75.01t, Sharpton Brunson & Co. 25.0% Total 100.0% B. CONSULTANT fee shall be calculated utilizing the fol- lowing hourly rate structure and percentages of total hours at each rate classification: Arthur Anderson Project 'Team Percentage of Hourly Rate Total Hours Partner $295/hour _ 0 Manager $198/hour _3Q senior Consultant $125/hour 601 Total 100% CONSULTANT shall bill CITY on the hourly basis set forth above and CITY shall only pay CONSULTANT for actual work per- formed and billed. In no event will CITY pay CONSULTANT a fee greater than $25,000, or lesser amount as determined by this Subsection. C. 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. _& 93- 196 IV COMPLIAPdCE WITH FEDERAL _,_. STATE._A14D LOCAL - LAWS - Both parties shall comply with all applicable laws, ordi- nances and codes of federal, state and local governments. V _BCD. NEVI, CONDI'x'IUN� 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. Department of Development & Housing Conservation 300 Biscayne Boulevard Clay Suite 400 Miami, Florida. 33131 Arthur Andersen & Co. One Biscayne Tower Suite 2100 Miami, Florida 33131 B. Title and paragraph headings are for convenient refer- ence 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. 93- 196 -7- F. 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 unen- forceable under the laws of the United States, State of Florida, County of Dade, or the City of Miami, such provisions, para- graphs, 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. 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 the CITY and shall not be used by CONSULTANT for any other purpose whatsoever without the written consent of CITY. -8- 93- 196 L2 VII. NON=U LDGA5!_UTY_ U The obligations undertaken by CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person (other than the specified minority S'UBCONSULTAN'f identified in this Agreement) or firm unless CITY shall first consent in writ- ing to the performance or assignment of such services or any part thereof by another person or firm. Notwithstanding the provisions of Section VII, the obliga- tions undertaken by CONSULTANT shall include the employment of the following minority -owned certified public accounting firm as SUBCONSULTANT: Sharpton Brunson & Company Nothing contained herein shall be deemed to create a con- tractual relationship between CITY and the above -named SUB - CONSULTANT. Any SUBCONSULTANT of CONSULTANT shall be the sole - responsibility of CONSULTANT. CITY reserves IX, AUDIT RIGHTS - 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. —� -g- 93- 196 y. AWARD OF AGREEMENT 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. - }(, CONSTRUCTION OF AGREEMENT This Agreement shall be construed and enforced according to the laws of the State of Florida. SUCCESSORS AND ASSIGNS 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 s harmless from and against any and all claims, liabilities, loss- es, 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 CONSULT- �� _I01- 93- 196 ......... ANT, 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 chooses to defend any action on behalf of itself, it shall bear its own costs of defense, and if the provisions of this indemnity provi- sion 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 connec- tion 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 a be employed. Any such interests on the part of CONSULTANT or its employees mush 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 93- 196 County Florida (Dade County Cade 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. �J�?EFEND iT CO1NTRACT0R 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 bene- fits under the Civil Service or Pension Ordinances of CITY, or any rights generally afforded classified or unclassified employ- es; furthermore, its agents or employees shall not be deemed entitled to the Florida Workers' Compensation benefits as an employee of CITY. UI. TERMINA�Ot11 OF AGREE&.ENL CITY retains the right to terminate this Agreement at any time prior to the completion of the services required pursuant to Section II hereof without penalty to CITY. In that event, notice of termination of, this Agreement shall be in writing to CONSULT- ANT 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 CONSULT- ANT shall be made only if said CONSULTANT is not in default under 93- 196 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. XVII, NONDISCRIMINATION CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, age, national origin, or handicap, in connec- tion with its performance under this Agreement. XMI11 MINORITY PROCUREMENT CQMPLIANCE_ CONSULTANT acknowledges that it has been furnished a copy of b 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 there- in, including any amendments thereto. 93- 196 M XI}(. CONTI C;lG iCY CLAUSE 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. XX. AEF 1U PROVISION In the event that CONSULTANT shall fail to comply with each and every term and condition of this Agreement or fails to per- form 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. XXI. ENTIRE AGREEMENT - 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 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. -1 - 93- 196 s �^ XU .__ VIENDMENTS_ 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. ATTEST: MATTY HIRAI CITY CLERK WITNESS: i WITNESS: APPROVED AS TO INSURANCE REQUIREMENTS: INSURANCE MANAGER CITY OF MIAMI, a Municipal Corporation of the State of Florida: By _ CESAR H. ODIO CITY MANAGER CONSULTANT: Arthur Andersen & Co. PARTNER AUTHORIZED TO EXECUTE INSTRUMENTS ON BEHALF OF THE FIRM APPROVED AS TO FORM AND CORRECTNESS: (�gl A. QUINN JONES, III CITY ATTORNEY 93- 196 CITY OF MIA1011. FLORIDA INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members and the City Commission FROM Cesa Odio City Manager •VW I DI Z OWN IIIII IESR DATE a FILE 1993 SUFUECT Resolution Authorizing Professional Accounting Services for the Dinner REFEHENCAey Boatyard & Marina ENCLOSURES For City Commission Meeting of 3/25/93 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 at- tached, with the certified accounting firm of Arthur Andersen & Co., with the participation of minority -owned firm of Sharpton Brunson & Co., to analyze the financial viability of a proposal submitted for the Dinner Key Boatyard & Marina Unified Develop- ment (UDP) Project, in an amount not to exceed $25,000, plus out- of-pocket expenses not to exceed $3,000; further authorizing compensation from funds available in the professional services account of the Department of Development & Housing Conservation FY 1993 Budget, to be reimbursed to the City by the successful proposer. AACKGROUND : The Department of Development & housing Conservation recommends that the attached Resolution be adopted to authorize the City Manager to enter into an agreement to provide professional ac- counting services for the Dinner Key Boatyard & Marina project. On July 16, 1992, the City Commission adopted Resolution No. 92- 488 authorizing the issuance of a Request for Proposals (RFP) document for the redevelopment of the Dinner Key Marina & Boatyard property, located at 2640 South Bayshore Drive, Miami. Section 29-A(c) of the City Charter requires analysis of propos- als by a certified public accounting firm. Resolution No. 92-488 further selected the accounting firm of Arthur Andersen & Co. to conduct the financial analysis of the proposal. The scope of services to be performed by the accounting firm include an analysis of the financial viability of the development team, the proposed financing strategies, and an assessment of the short and long range economic returns to the City. W.�.$ 9 3 - 196 04? ( Honorable Mayor and Members and the City Commission Page 2 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, plus 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 93- 196