HomeMy WebLinkAboutR-88-0296J-88-314
3-29-88
RESOLUTION NO.48-2
A RESOLUTION SELECTING THE CERTIFIED PUBLIC
ACCOUNTING FIRM OF TOUCHE ROSS AND CO.
SUBCONSULTING WITH THE MINORITY OWNED
ACCOUNTING FIRMS OF SHARPTON, BRUNSON 6 CO.
AND GRAU 6 CO., TO ANALYZE SUBMISSIONS OF
FINANCIAL QUALIFICATIONS TO BE RECEIVED IN
RESPONSE TO THE CITY'S AND THE U.S. GENERAL
SERVICES ADMINISTRATION'S SOLICITATION FOR
THE DEVELOPMENT OF A FEDERAL, LAW ENFORCEMENT
BUILDING IN DOWNTOWN MIAMI; AUTHORIZING THE
CITY MANAGER TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT, IN SUBSTANTIALLY THE
FORM ATTACHED, WITH SAID FIRMS; AUTHORIZING
COMPENSATION AVAILABLE FROM THE DEPARTMENT
OF DEVELOPMENT GENERAL FUND, OTHER
CONTRACTUAL SERVICES ACCOUNT, FOR SERVICES
NOT TO EXCEED AN AMOUNT OF $38,000 FOR
ANALYSIS OF UP TO SIX SUBMISSIONS, PLUS OUT-
OF-POCKET EXPENSES BILLED AT COST NOT TO
EXCEED 20% OF PROFESSIONAL FEES, FOR THE
PERIOD COMMENCING UPON EXECUTION OF AN
AGREEMENT AND TERMINATING UPON COMPLETION OF
PROFESSIONAL SERVICES; PROVIDING THAT 40% OF
DUE AMOUNT FOR SERVICES BE PAID TO THE
MINORITY -OWNED SUBCONSULTING FIRMS
PARTICIPATING IN THE ANALYSIS OF
SUBMISSIONS; AND FURTHER STIPULATING THAT
ALL COSTS OF PROFESSIONAL ACCOUNTING
SERVICES BE REIMBURSED TO THE CITY BY THE
SUCCESSFUL PROPOSER.
WHEREAS, on March 10, 1988, the City Commission adopted
Resolution No. 88-232 authorizing the issuance on March 15, 1988,
of a Request for Qualifications for development of a Federal Law
Enforcement Building in downtown Miami; and
WHEREAS, submissions of qualifications from interested and
experienced development teams are due April 15, 1988; and
WHEREAS, Resolution No. 88-232 further directed a Request
for Proposals for development of a Federal Building be brought
before the Commission prior to its issuance to pre -qualified
development teams; and
WHEREAS, submissions of qualifications received in response
to the City's and U.S. General Services Administration's
solicitation will contain extensive financial information that is
necessary to analyze; and
ATTACHMENTS
ENCLOSED
CITY COMMISSION
MEETING OF
APR 14 1988
No.
04
WHEREAS, the selection of a certified public accounting
firm, to perform services under a Professional Services
Agreement, is necessary to assess financial capability of
interested development teams and the viability of their proposed
financing strategies;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The certified public accounting firm of Touche
Ross & Co., subconsulting with the minority -owned accounting
firms of Sharpton, Brunson & Co. and Grau & Co., is hereby
selected to analyze the submissions of financial qualifications
for a Federal Law Enforcement Building and report of findings to
the City Manager and the U.S. General Services Administration for
their consideration.
Section 2. The City Manager is hereby authorized to enter
into a Professional Services Agreement with Touche Ross & Co.
subconsulting with the minority -owned firms of Sharpton, Brunson
& Co. and Grau & Co., in substantially the form attached, for
services not to exceed an amount of $38,000 for analysis of up to
six submissions, plus out-of-pocket expenses billed at cost not
to exceed 20% of professional fees for the period commencing upon
execution of an Agreement and terminating upon completion of
professional services; authorizing compensation for said
professional services from funds available in the Department of
Development General Fund, Other Contractual Services Account;
providing that 40% of the professional services fees be paid to
the minority -owned firms participating with Touche Ross & Co. in
the analysis of submissions; and further stipulating that all
costs of professional accounting services be reimbursed to the
City by the successful proposer.
PASSED AND ADOPTED this 14th day of April 1988.
ATT T:
�• _oe XAVIER L. SUARIW, Mayor
Ji
MAT HIRAI, CITY CLERK
11
FINANCIAL REVIM
I O.AA1600'
Director
Pinan Department
BUDGETARY REVIEW:
�� � fir►
FRANK R. MAY, AwlWhg Erector
Department of NAAgement & Budget
PREPARED AND APPROVED BY:
CHRIPOPHER KOR E
Assistant City Atto ney
"PRO D AS TO FORM AND CORRECTNESS
UCI A. UGHERTY
City Attorney
IN I
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT, made this day of 1988, by
and between the CITY OF MIAMI, :t municipal corporation -f the State
of Florida, hereinafter referred to as CITY, and ""ouche Ross & Co.,
Certified Public Accountants, hereinafter referred to as
"CONSULTANT."
R E C I T A L S:
WHEREAS, the City of Miami Commission on July 23, 1987,
adopted Resolution 87-746 authorizing the City Manager to execute a
negotiated Lease Agreement between the CITY and the U.S. General
Services Administration, hereinafter referred to as "GSA," setting
forth the terms and conditions for the CITY to construct and lease
to GSA an approximately 250,000 sq.ft. building for a period not to
exceed thirty years; and
WHEREAS, the City of Miami Commission on October 22, 1987,
adopted Resolution 87-916 declaring that the most advantageous
method for the CITY to construct a building for subsequent lease to
GSA is by procurement of an integrated package from the private
sector that includes site acquisition of a specified 12-lot land
parcel in downtown Miami, planning and design, and construction;
and
WHEREAS, the City of Miami Commission on March 10, 1988,
adopted Resolution 88-232 authorizing the City Manager to issue a
Request for Qualifications as a pre -qualifying procedure prior to
the issuance of a Request for Proposals for development of a
building to be occupied by U.S. Law Enforcement Agencies; and
WHEREAS, Resolution 88-232 further selected the certified
public accounting firm of Touche Ross & Co. with the minority -owned
firms' participation of a Sharpton, Brunson & Co. and Grau & Co.,
to analyze financial qualifications to be submitted by interested
development teams on April 15, 1988; and
88-296_
WHEREAS, CITY desires CONSULTANT to conduct an independent
analysis and .assessment of (1) each development team's financial
capability, and (2) the viability of each submission's financing
strategy, financing structure and funding sources; and
WHEREAS, CONSULTANT shall to paid , maximum amount ;f $38,000
for professional services for analysis of up to six submissions;
and
WHEREAS, CONSULTANT shall `.-,e paid an amount of $4,W00 for each
additional submission to be analyzed, if any, in excess of six; and
WHEREAS, CONSULTANT shall to paid out-of-pocket expenses to be
billed to CITY at cost with i maximum limit of 20% of said
professional services fee with the firm submitting an invoice,
subject to the prior approval of the Director of the City of Miami
Department of Development;
NOW, THEREFORE, in consideration of the mutual covenants and
obligations herein contained, and subject to the terms and
conditions hereinafter stated, the parties hereto understand and
agree as follows:
I. TERM
The term of this Agreement shall commence upon execution of
same, and shall terminate upon completion of CONSULTANT's
responsibilities as outlined below in Section II. entitled "SCOPE
OF SERVICES."
II. SCOPE OF SERVICES
Pursuant to the Request for Qualifications for Development of
a Federal Law Enforcement Building, under the general supervision
of the Director of the Department of Development, the CONSULTANT's
responsibilities are as follows:
A. CONSULTANT shall develop a methodology to consistently and
objectively evaluate competing proposals.
B. CONSULTANT shall specifically analyze the financial
capability of each development team and determine whether
it is sufficient to successfully undertake and complete
the proposed project.
2
'1 I
C. CONSULTANT shall analyze the viability of each proposed
financing strategy, the financing structure and funding
sources.
D. CONSULTANT shall assess the proposer's track record of
financing projects comparable ;n magnitude and scope
sufficient to successfully finance the project.
E. CONSULTANT shall provide a preliminary financial analysis
of each submission and submitted supplemental materials to
the Review Committee. Said analysis shall include an
assessment of the financial capability of the development
team and the viability of proposed financing strategy of
each submission based on information supplied by each
proposer.
F. CONSULTANT shall attend the oral presentations of the
prospective successful proposer scheduled by the Review
Committee.
G. CONSULTANT shall prepare a final report to be submitted to
the City Manager and the U.S. General Services
Administration to include an analysis of the data and
information submitted by each proposer, based on the
criteria applicable to CONSULTANT's services, as specified
in the Request for Qualifications.
H. CONSULTANT shall attend meetings with the City Manager or
his designee to review the findings.
I. CONSULTANT shall attend the meeting with the City
Commission regarding the selection of a proposer.
III. COMPENSATION
A. The CITY shall pay CONSULTANT, as maximum compensation
for the services performed, a fee not to exceed $38,000 for
analysis of up to six submissions. Compensation for services
performed will be divided among CONSULTANT and SUBCONTRACTORS
according to the following percentages:
Touche Ross & Co. 60%
Sharpton, Brunson & Co. 20%
Grau & Co. 20%
Total 100%
VII. NOO-DELEGABILITY
The obligations undertaken by CONSULTANT pursuant to this
Agreement shall not be delegated or assigned to any ether person 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.
VIII. SUBCONTRACTORS
Notwithstanding the provisions of :%rticle VII., the
obligations undertaken by the CONSULTANT shall include the
employment of the following two minority -owned subcontractor
certified public accounting firms:
1. Sharpton, Brunson & Co.
2. Grau & Co.
Nothing contained herein shall be deemed to create a
contractual relationship between CITY and the above -named
SUBCONTRACTORS. Any SUBCONTRACTORS of CONSULTANT shall be the sole
responsibility of CONSULTANT.
IX. AUDIT RIGHTS
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.
X. 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.
XI. CONSTRUCTION OF AGREEKWT
This Agreement shall be construed and enforced according to
the laws of the State of Florida.
1 '*
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 c,r conditions contained —i my 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 State 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, 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.
VI. OWNERSHIP OF DOCUMENTS
All documents developed by CONSULTANT under this Agreement
shall be delivered to CITY by CONSULTANT upon completion of the
services required pursuant to Article II. hereof and shall become
the property of CITY, without restriction or limitation on their
use. CONSULTANT agrees that any and all documents maintained an
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
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.
5 ts8-rm _
1 AOO
B- In the event that more than six submissions requiring
analysis are received on the deadline late of April 15, 1988,
additional submissions shall be analyzed by _ONSULTANT at a cost of
$4,000 each. Compensation for services perf-3rme,i -n submissions in
excess of six in number will he divided Mono CONSULTANT and
SUBCONTRACTORS according to the percentages determined by
Subsection A. herein.
C. Out-of-pocket expenses will be billed to `lTY at cost, with
a maximum limit of 20% of professional services fees due.
Reimbursement shall be limited to amounts which ire substantiated
by receipts, allowable under Chapter 112.061, Florida Statutes and
subject to the approval of the Director of the City of Miami
Department of Development.
D. Any professional services performed by CONSULTANT at
request of CITY beyond CONSULTANT'S responsibilities outlined in
Section III. above entitled "SCOPE OF SERVICES" shall be billed to
CITY utilizing the following rate structure and CITY shall only pay
CONSULTANT for actual work performed and billed:
Partner/Principal: $225-$250/hr.
Senior Consultant: $125-$150/hr.
Consultant: $75-$100/hr.
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 CONSULTANT
Department of Development Touche Ross & Co.
300 Biscayne Boulevard Way 100 Chopin Plaza
Suite 400 Suite 700
Miami, Florida 33131 Miami, Florida 33131
4
li : '�► i�
10
XII. SUCCESSORS AND ASSIGNS
This Agreement shall be hindinca upon the parties, herein, their
heirs, executors, legal representatives, successors, and assigns.
XIII. INDEMNIFICATION
CONSULTANT shall indemnify and save ::ITY 1iarmless from and
against any and all claims, liabilities, losses, end causes )f
action, which may arise out of CDNSULTANT's performance under the
provisions of this Agreement, including all acts or emissions to
act on the part of CONSULTANT, including all acts or omissions to
act on the part of CONSULTANT, including any person performing
under this Agreement for or on 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 provision are applicable,
CONSULTANT shall indemnify 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.
XIV. CONFLICT OF INTEREST
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.
1 '1
M;
XV. INDEPENDENT CONTRACTOR
CONSULTANT and its Pmployees .and agents shall be deemed to be
independent contractors, and not agents or employees of the CITY,
and shall no attain any rights or benefits ender 'he Civil Service
-)r Pension ordinances )t CITY, or any rights generally afforded
classified or unclassified employees; furthermore, its agents or
employees shall not be deemed entitled -o the Florida workers'
Compensation benefits as an employee of CITY.
XVI. TERMINATION OF AGREEMENT
CITY retains the rights to terminate this Agreement at any
time prior to the completion of the services required pursuant to
Article 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
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 sum
whatsoever.
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
connection with its performance under this Agreement.
8
1b
XVIII. MINORITY PROCUREMENT COMPLIANCE
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.
XIX. CONTINGENCY 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. 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 and 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 provided CONSULTANT was given written notice of
such default and the opportunity to cure the same, but failed to do
SO.
9
1 0
If
XXI. EMTIRE AGREENMT
This instrument and its attachments constitute the sole and
only Agreement of the parties hereto relating to said services and
correctly set forth the rights, duties, and obligations (-)f 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.
XXII. AMENDMENTS
No amendments to this Agreement shall be binding on either
party unless in writing and signed by both parties..AGRE
I14 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
ATTEST:
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:
Touche Ross & Co.
PARTNER
CORPORATE SEAL
APPROVED AS TO FORM AND CORRECTNESS:
LUCIA A. DOUGHERTY
City Attorney
10
L.16 ,
`:
27
Cl" OF MIAMI. FLORIOA
INTEROFFICE MEMORANDUM
'O Honorable Mayor and Members
of the City Commission
VROM Cesar H. Odi
City Manager
RECOMMENDATION
DATE ; I4R 3 1 1989 ME
SUNJECT proposed Resolution Selecting CPA
Firm/Federal Law Enforcement
Building Project
REFERENCES For City Commission Meeting of
April 14, 1988
ENCLOSURES
It is respectfully recommended that the City Commission adopt the
attached Resolution selecting the certified public accounting firm
of Touche Ross and Co. subconsulting with the minority -owned
accounting firms of Sharpton, Brunson & Co. and Grau & Co., to
analyze submissions of financial qualifications to be received in
response to the City's and the U.S. General Services
Administration's solicitation for the development of a Federal Law
Enforcement Building in downtown Miami; authorizing the City Manager
to enter into a professional services agreement, in substantially
the form attached, with said firms; authorizing compensation
available from the Department of Development General Fund, Other
Contractual Services Account, for services not to exceed an amount
of $38,000 for analysis of up to six submissions, plus out-of-pocket
AY»Pnmen not to exceed an amount of 20% of fees; providing that 40%
of. due amount for services be paid to the minority -owned
subconsulting firms participating in the analysis of submissions;
and further stipulating that all costs of professional accounting
services be reimbursed to the City by the successful proposer.
BACKGROUND
On March 15, 1988, the Department of Development issued a Request
for Qualifications for development of a Federal Law Enforcement
Building in downtown Miami, as authorized by Resolution No. 88-232
adopted by the City Commission on March 10, 1988. Submissions are
due April 15, 1988.
Responses to the Request for Qualifications must demonstrate the
following financial qualifications, among other professional
qualifications, to form the basis for determining qualified
submissions:
- financial capability of proposer sufficient to successfully
undertake and complete all aspects of this project including
land acquisition
a 7-I
SS-29C
6
Honorable Mayor and Members
of the City Commission
Page Two
viability of financial strategy, financing mechanism, and
funding sources
The City solicited proposals from certified public accounting firms
to analyze financial capability qualifications. Four proposals
were received from the following firms, listed alphabetically:
- Arthur Andersen & Co. with Sharpton, Brunson & Co. and
Verdeja, Iriondo, Gravier & Co.
- Deloitte Haskins & Sells with Thompkins & Co.
- Sharpton, Brunson & Co.
- Touche Ross & Co. with Sharpton, Brunson & Co. and Grau and
Co.
It is recommended that Touche Ross & Co., subcontracting 40% of the
professional services contract amount to the minority -owned firms of
Sharpton, Brunson & Co. and Grau and Co., and assigning the balance
of the work to a woman partner and minority members of Touche Ross &
Co., be selected to analyze suhmi.eQinnR.
It is recommended that the City Manager be authorized to enter into
a Professional Services Agreement with Touche Ross & Co. for an
amount not to exceed $38,000 for analyzing up to six submissions,
plus out-of-pocket expenses billed at cost not to exceed 20% of
fees, for accounting services. Compensation is available from the
Department of Development's General Fund, Other Contractual Services
Account, and will be reimbursed to the City by the successful
proposer.
It is recommended that the attached Resolution be adopted in its
entirety at the City Commission meeting of April 14, 1988, to enable
the accountants to commence work April 15, 1988, the due date of
submission of qualifications for development of a Federal Law
Enforcement Building.
Attachments:
Proposed Resolution
Professional Services Agreement
Z-.
RB_29h...