HomeMy WebLinkAboutR-91-0189J-91-158
3/5/91
RESOLUTION NO. .� 18 9
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 &
COMPANY, CERTIFIED PUBLIC ACCOUNTANTS, WITH
THE PARTICIPATION OF THE MINORITY -OWNED
ACCOUNTING FIRM OF BUSTAMANTE, NUNEZ &
MANRARA, TO ANALYZE THE FINANCIAL VIABILITY
OF A PROPOSAL SUBMITTED IN RESPONSE TO THE
REQUEST FOR PROPOSALS FOR THE SOUTHEAST
OVERTOWN/PARK WEST BLOCKS 45, 55 & 56 UNIFIED
DEVELOPMENT PROJECT ISSUED ON JULY 30, 1990;
AUTHORIZING COMPENSATION FROM FUNDS AVAILABLE
IN THE FY '90-91 PROFESSIONAL SERVICES
ACCOUNT OF THE DEPARTMENT OF DEVELOPMENT
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 $2,000, FOR THE PERIOD COMMENCING
UPON EXECUTION OF THE PSA AND ENDING UPON
COMPLETION OF PROFESSIONAL SERVICES.
WHEREAS, the City Commission adopted Resolution No. 90-548
on July 12, 1990, authorizing the issuance of a Request, for
Proposals for a Unified Development Project of mixed residential
and commercial uses for City blocks 45, 55 & 56, located in the
Southeast Overtown/Park Redevelopment District; and
WHEREAS, Section 29-A(c) of the City Charter requires the
City Commission to select a certified public accounting ("CPA")
firm to analyze proposals based on 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, by the adoption of Resolution No. 90-548 on
July 12, 1990, the City Commission further selected the certified "{
public accounting firm of Arthur Andersen & Company, with
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minority -owned firm participation of Smith, Ortiz and Gomez, to A k
analyze proposal submissions; and i
WHEREAS, the professional previously named in CPA proposal '
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to provide services from the subconsultant firm of Smith, Ortiz
ATTACHMENTS
CONTAINED
and Oomezi is currently affiliated with the minority certified
public accounting firm of Bustamante, Nunez & Manrara; and
WHEREAS, the Request for Proposals document issued on
July 30, 1990y generated one proposal on the proposal submission
deadline of January 18, 1991; and
WHEREAS, it is now necessary to enter into a professional
services agreement with Arthur Andersen & Company with
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participation of gustamante, Nunez & Manrara, to analyze the
financial viability of the proposal received on January 18, 1991,
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in an amount not to exceed $25,000, plus out-of-pocket expenses -
in an amount not to exceed $2,000; and
WHEREAS, the scope of services includes an evaluation of the
financial viability of the development team, 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 is approved in an
amount not to exceed $25,000 plus out-of-pocket expenses not to
exceed .$2,000 from funds available in the Professional Services
Account of the Department of Development FY 90-91 Budget; and
WHEREAS, all monies expended for certified public accounting
professional services shall be reimbursed to the City by the
proposer upon execution of a negotiated development agreement;
NOW, THEREFORE, BE"IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The City Commission hereby authorizes the t
City Manager to enter into a Professional Services Agreement
(PSA); in substantially the attached form, with Arthur Andersen &
Company, certified public accountants, with the participation of
minority -owned accounting firm of Bustamante, Nunez & Manrara, to
analyze the responsive proposal submitted in response to the
Request for Proposals for the Unified Development of the
Southeast Overtown/Park West Blocks 45, 55 & 56 project whereby
the firm will analyze the financial viability of the proposed
development team and financing strategies, assess the short and
long range economic and fiscal return to the city, and render 4
consideration.
Section 2► Compensation for the above services is hereby
allocated and authori2ed to be paid from funds available in the
FY'90-91 Professional Services Account of the Department of
Development Budgeted Funds, 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, plus out-of-pocket
expenses not to exceed $2,000, for the period commencing upon
execution of the PSA and ending upon completion of said
professional services.
Section 3. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 14th day of March , 1991.
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XAVIER L. STIAREZr R ..
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MATTS HIRAI;
CITY .CLERK
FINANCIAL REVIEW:
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;CARLQ ; •. i3CIA, DIRECTOR
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FINANCE DLYARTMENT
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BUDGETARY REVIEW:
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MANOHAR S. S , IRECTOR
D4PARTMENT T-
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PRRFARE,D AND OVER BYs
.L�INIDA ..�C• KEARSON
';ASSISTANT ITY �ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
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This Agreement is entered into this day of
1991, 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".
R E C I T A_L S:
WHEREAS, the City of Miami Commission on March 8, 1990,
adopted Resolution No. 90-199 authorizing the City Manager to
issue a Request for Proposals (RFP) for a Unified Development
Project (UDP) for the development of mixed residential and
commercial uses on City Block No. 55 bounded by NW 6th Street, NW
7th Street, NW 2nd Avenue and NW 3rd Avenue (Miami A.L. Knowlton
Block 55N), Block No. 56 bounded by NW 6th Street, NW 7th Street,
NW lst Court and NW 2nd Avenue (Miami A.L. Knowlton Block 56N),
and Block No. 45 Bounded By NW 7th Street, NW.8th Street, NW lst
Court and NW 2nd Avenue (Miami A.L. Knowlton Block 45N), and;
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WHEREAS, Section 29-A(c) of the City of Miami Charter.'
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requires the City Commission to select a certified publicyx
to anal proposals to be submitted in response
analyze osals
accounting y p p
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to the Request for Proposals based upon certain specific
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evaluation criteria defined in the Request for Proposals and to
render a written report of its findings to the City Manager; and
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WHEREAS, the City of Miami Commission on July 12, 1990''
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adopted Resolution No. 90-548 that selected the certified public°`
accounting firm of Arthur Andersen & Co., with minority owned
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firm participation of Smith, Ortiz and Gomez, hereinafter
referred to as SUBCONSULTANT, to analyze proposals to be
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submitted on January 18, 1991, for said Unified Development
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Project; and
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WHEREAS, the professional previously named in CPA proposal
to provide services from the SUBCONSULTANT firm of Smith, Ortiz A°
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and Gomez, is currently affiliated with the minority certified
public accounting firm of Bustamante, Nunez & Manrara.
WHEREAS, CITY desires CONSULTANT to conduct an independent
analysis and assessment of each responsive proposal with specific
attention paid to the financial and economic aspects of each
responsive submission; and
WHEREAS, CONSULTANT shall be paid on a hourly rate payment
'- schedule, based on a projected staff schedule and rat
e structure
with a maximum limit not to exceed $25,000 for professional
services, to be determined by the number of responsive proposals,
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but not exceeding three proposals to be analyzed, plus out -of -
,pocket expenses to be billed to CITY at cost with a maximum limit
of $2,000 with the, firm submitting an invoice, subject to the
approval of the Director of the City of Miami Department of
prior
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Development, and providing •a monthly accounting specifying. the
.nature, extent, and purpose of each expenditure;
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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.
I. TERM
The term of this Agreement shall commence upon execution,of`
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same, and shall terminate upon completion of CONSULTANT'S";
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responsibilities as outlined below in Section II, entitled "SCOPE.
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OF SERVICES.
.II, SCOPE OF SERVICES
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Pursuant to the dictates of Section 29-A c of the -Cit of
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Miami Charter, this Agreement and the Request for Proposals for,
the Southeast Overtown/Park West Blocks 45, 55 and 56 Unified
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Development Project, under the general direction of the Director
of the Department of Development, the CONSULTANT'S
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responsibilities are as follows
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A. CONSULTANT shall review the Request for Proposals (APP)
and identify the issues required to be addressed by the s
respondent,
U. CONSULTANT shall specifically review the responsive
ppopoaer's package to evaluate the following criterias
Prior experience and overall capability of the
development.team. In this, CONSULTANT, will summarize
the key aspects of the proposer's and development r
team's experience which are most relevant to the
Unified Development Project;
Organizational structure, financial capability, and
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Proposed financing strategies presented by the
development team. CONSULTANT will describe the _r
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
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- and provide a 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 thee.
proposer. For this element of the review, CONSULTANT
Will review the material provided in the`,
p proposer' s
market study and critical assess the reasonableness of
the market data and underlying assumptions. Since'
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current market trends will provide the basis for all
assumptions and future estimates of performance,
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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"
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estimates of future cash 'flow from project operations
will also be prepared; t.
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�- Economic return to the City.. The 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.
C. CONSULTANT shall provide a preliminary financial
analysis of the responsive proposal and submitted supplemental
materials to the Review Committee.
D. CONSULTANT shall attend all of the oral presentations of`.
the responsive proposer's as may be scheduled by the Review
Committee.
E. CONSULTANT shall prepare an independent report to be
submitted to the City Manager to include without limitation, an
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analysis of the data and information submitted by each responsive
proposer, based upon the criteria specified in the Request For
Proposals. Specifically, CONSULTANT shall evaluate the following
criteria:
(1) Experience of the proposer
(2) Capability of the development team,1'
(3) Financial capability, level of financial commitment '
(4) Financial return to the CITY r;
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F. CONSULTANT shall attend meetings with the City Manager
- or his designee to review the findings.
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G. CONSULTANT shall attend meetings with the City �s
Commission regarding the selection of a proposer.
III, COMPENSATION l
A. The CITY shall pay the CONSULTANT, as maxi
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compensation for the services performed, a fee not to excess y`
$25,404, -to be determined by the number of responsive proposals,,;
but not exceeding three proposals to be analyzed, plus out -of-
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pocket expenses not to exceed $2 000.
will be divided among CONSULTANT and SUBCONSULTANT as follows:
Arthur Andersen & Co. $18,750
The $25,000 maximum fee
Bustamante, Nunez &
Manrara $6,250
Total $25,000
In the event that the fee paid CONSULTANT is less than
the $25,000 maximum fee, the CONSULTANT and SUBCONSULTANT shall
split the fee paid according to the following percentages:
3 Arthur Andersen & Co.
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Bustamante, Nunez &
Manrara
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Total
75.0%
25.0%
100.0%
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In the event that CITY and CONSULTANT agree on the fee to be
paid; CONSULTANT shall bill CITY on the hourly basis set forth
above and CITY shall only pay CONSULTANT for actual work
performed 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 $2,000. 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
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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
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given on the day on which personally served; or, if by mail, On
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the fifth day after being posted or the date of actual receipt,
whichever is earlier.
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CITY OF MIAMICONSULTANT
Department of Development Arthur Andersen & Co.
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& Housing Conservation
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300 Biscayne Boulevard Way One Biscayne Tower
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Suite 400 Suite 2100
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Miami,, Florida 33131 Miami, Florida 33131
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Title and paragraph headings are
for convenient
IN reference and are not a part of this Agreement.
C. to the event of conflict between the terms of this =
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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
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made in writing.
E. Should any provisions, paragraphs, sentences, words or
ement be determined by a court of
phrases contained in this Agre?
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.
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VI. OWNERSHIP OF DOCUMENTS '
All documents developed by CONSULTANT under this Agreement
- shall be delivered to CITY by CONSULTANT upon completion of the
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services required pursuant to Section II hereof and shall become
the property of CITY, without restriction or limitation on theirtz.
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 x'
_ :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:
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shall not be used by CONSULTANT for any ,other purpose whatsoever
without the written consent of CITY.
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The obligations undertaken by CONSULTANT pursuant to this 4'—
!. Agreement shall not be delegated or assigned to any other person'
(other than the specified minority SUBCONSULTANT identified in
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this Agreement) or firm unless CITY shall first consent in
I writing to the performance or assignment of such services or any
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part thereof by another person or firm.
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VIII . SUBCONSULTANT
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Notwithstanding the provisions of Section VII, the:
obligations undertaken by the CONSULTANT shall include the
employment of the following minority -owned certified public k
accounting firm as SUBCONSULTANT: -
Bustamante, Nunez, Manrara
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This Agreement shall be construed and enforced according to
the laws of the State of Florida.
X11. SUCCESSORS ANSIGNS
This Agreement shall be binding upon the parties herein,
their heirs, executors, legal representatives, successors, and
authorized assigns.
XIII. INDEMNIFICATION
CONSULTANT shall indemnify and save CITY and its officials
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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 snF
against all costs, attorneys' fees, expenses and liabilities
incurred in the defense of any such claim, or the investigation`,
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thereof. If CITY chooses to defend any action on behalf of r
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itself, it shall bear its own costs of defense, and if the{y;
provisions of this indemnity provision are applicable, CONSULTANT
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shall indemnity CITY accordingly. In any event, CITY shall 5,
promptly notify CONSULTANT as soon as it has notice of any matter
for which.this indemnity provision may be applicable.
- XIV. COHFLICT OF INTEREST .
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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 s'
Agreement•
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CONSULTANT further covenants that, in the performance of
this Agreement, no person having such conflicting interest shall
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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
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Florida, and agrees that it will fully comply in all respects
with the terms of said laws.
DEPENDENT CONTRACT
it is hereby understood by and between CITY and CONSULTANT
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XX DEPAULT PROVISION
In the event that CONSULTANT shall fail to comply with each
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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,
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may cancel and terminate this Agreement, an all payments,
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advances, or other compensation paid to CONSULTANT by CITY while
CONSULTANT was in default of the provisions herein contained,
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shall be forthwith returned to CITY provided CONSULTANT was given
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written notice of such default and the opportunity to cure the
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same, but failed to do so.
XXT ENTIRE AGREEMENT
This instrument and its attachments constitute the sole and
only Agreement of the parties hereto relating to said services
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and correctly set for the rights, duties, and obligations of each
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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.
XXII. AMENDMENTS
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No amendments to this Agreement shall be binding on either
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party unless in writing and signed by both parties.
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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, h Municipal
Corporation of the State of
Florida:
ATTEST:
MATTY HIRAI
CITY CLERK
'' ' I ' WITNESS:
By
CESAR H. ODIO
CITY MANAGER
CONSULTANT:
Arthur Andersen & Co.
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APPROVED AS TO INSURANCE
APPROVED AS TO LEGAL FORM
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REQUIREMENTS:
AND CORRECTNESS:
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INSURANCE MANAGER
JORGE L. FERNANDEZ
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CITY ATTORNEY
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CITY OF MIAMI, FLORIDA
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INTER -OFFICE MEMORANDUM
To : Honorable Mayor and Members DATE MA " 4 1991 FILE
and the City Commission
FROM : Cesar H. Odio
SUBJECT Resolution Authorizing
Professional Accounting
Services for the SBdPW
Blocks 45, 55 & 56 UDP
REFERENCES:
City Manager ENCLOSURES: For City Commission
Meeting of 3/14/91
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 &
Company, with the participation of minority -owned firm of
Bustamante, Nunez & Manrara, to analyze the financial viability
of a proposal submitted for the Southeast Overtown/Park West
Blocks 45, 55 & 56 Unified Development Project (UDP), in an
amount not to exceed $25,000, plus out-of-pocket expenses not to
exceed $2,000; further authorizing compensation from funds
available in the professional services account of the Department
of Development FY 1991 Budget, to be reimbursed to the City by
the successful proposer.
I The Department of Development recommends that the attached
Resolution be adopted to authorize the City Manager to enter into
an agreement to provide professional accounting services for the
Southeast Overtown/Park West Blocks 45, 55 & 56 project.
On July 12, 1990, the City Commission adopted Resolution No. 90-
548 authorizing the issuance of a Request for Proposals (RFP)
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document for the development of mixed residential and commercial
uses for City blocks 45, 55 and 56, located in the S.E. Overtown
Park/West Redevelopment District.
Section 29-A(c) of the City Charter requires analysis of
proposals by a certified public accounting firm. Resolution No.
90-548 further selected the accounting firm of Arthur Andersen &
Company to conduct the financial analysis of the proposal. 5
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The scope of services to be t
P performed by the accounting -firm
include an analysis of the financial viability of the development I".
team, the proposed financing strategies,
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short and long range economic returns to the City. ;
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Honorable Mayor and Members
and the City Commission
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Punding for such services is available from the professional
services account of the Department of Development PY 1991 Budget,
in an amount not to exceed $25r000. plus out-of-pocket expenses
in an amount not to exceed $2,000.
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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