HomeMy WebLinkAboutR-83-05700 0
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RESOLUTION NO. 83-5701
A RESOLUTION AUTHORIZING THE I'ITY MANAGI-R
10 EXECUTE A 11R1)FL55I0NAI- SERVICF`.;
AGRFEMEN I, I N 51)B5 T AN T I AI I_ Y THE FORM
AIIACHF1)9 WITH THE CERIIFIEI) ACCOUNTING
FIRM OF COOOPERS AND LYBRAND IN AN AMOUNT
N0T TO EXCEED $419000 TO ASSIST IHE
BAYSIDF: SPECIALTY CENTER REVIEW COMMITTIt.
IN PL"RFORMING ITS A55ESSM1-NT AND ANALYSIS
OF THE REQUEST FOR UNIFIED DEVELOPMENT
PROJECT PROPOSALS FOR THE 13AYSIDE
SPECIALTY CENTER AND TO PREPARE AN
INDEPENDENT FINANCIAL AND ECONOMIC REPORT
TO THE CITY MANAGER AS REQUIRED BY I H E
CITY CODE, WITH FUNDS THEREFOR ALLOCATED
FROM THE MARINA TRUST FUND.
WHEREAS, the City Commission on March 18, 19B3 adopted
Resolution No. 83-212 which authorized the City Manager to
issue a Request for Unified Development Project Proposals for
the Bayside Specialty Center, and appointed the Bayside
Specialty Center
Review Committee to
evaluate
proposals and
provide a written
report to the City
flanager;
and
WHEREAS, the
City Code requires
that the
City Commission
select a certified
accounting firm
to analyze
the proposals
based on certain
specific evaluation
criteria
and to render a
written report of its findings to the City Manager; and
WHEREAS, the City Commission selected Coopers and
Lybrand as the first ranked certified public accounting firm
to research the viability of the proposed development teams
and their proposed financing strategies and to evaluate
comparatively tfie short and long range return to the City;
and
WHEREAS, the proposed Professional Services Agreement
and scope of services requires the certified public
accountant to: (1) assist the Review Committee in performing
its assessment and analysis of the proposals; and (2) conduct
an independent analysis and assessment of the proposals with
special attention being paid to the financial and economic
aspects of the submissions; and
CITY COMMISSION
MEETING OF
JUL 18 1983
RESOLUIsUu 14u. I7_ 3 -n
REMARKS.
WHEREAS, the work is expected to be done in tour phases:
(1) pre -bid assistance in e s t a b I i s h i n tj Review Committee
procedures; f2) analysis and assistance to the Review
Committee; (3) development of an independent report to the
City Manager; anti (4) post - seIortinn assistance in
negotiation with till? successfr.I proposer; and
WHEREAS, the said agreement contemplates an hourly rate
payment schedule based on a projected staff schedule and rate
structure with an upset limit of $36,000 for professional
services and $5,000 for out-of-pocket expenses to be billed
to the City at cost, with the said firm submitting monthly
hills and providing a monthly accounting specifyinq the
nature, extent, and purpose of each expenditure;
NOW, THEREFORE, RE IT RESOLVED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to
execute a Professional Services Agreement, in substantially
the Form attached, with the certified public accountant Firm
of Coopers and Lybrand in an amount not to exceed $41,000 to
asasist the tiayside Specialty Center Review Committee in
performinq its assessment and analysis of the Request for
Unified Development Project Proposals for the B a y s i d e
Specialty Center and to prepare an independent financial and
economic report to the City Manager, as required by the City
Code, with funds therefor hereby allocated from the Marina
Trust Fund.
PASSED AND ADOPTED this 18th day of July , 1983.
Maurice A. Ferre
MAURICE A. FERRE
M A Y 0 R
AT EST:
RAL H G. ONGIE, CITY C K
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PREPA ED AND APPROVED BY:
ROBERT F. CLARK
DEPUTY CITY ATTORNEY
APPROVED AS TO FORM AND CORRECTNESS:
4",' ��� . � /Z/-
Z.4"
?d
E R. GARCIA-PEDROSA
TY ATTORNEY
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83-570*
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PROFESSIONAL SERVICES AGREEMENT
This Agreement entered into as of the day of
, 1983, by and between the City of Miami, a
municipal corporation of Dade County, Florida, hereinafter
referred to as "CITY", and Coopers and Lybrand, C.P.A., herein-
after referred to as "CONSULTANT."
WITNESSETH:
WHEREAS, the City of Miami Commission on march 18, 1983
approved a resolution authorizing the City Manager to issue a
Request for Unified Development Project Proposals for the Rayside
Specialty Center, and appointed the Bayside Speciality Center
Review Committee to evaluate proposals and provide a written
report to the City Manager; and
WHEREAS, the City Code requires that the City Commission
select a certified accounting firm to analyze the proposals based
on certain specific evaluation criteria and to render a written
report of its findings to the City Manager; and
WHEREAS, the City of Miami Commission selected Coopers and
Lybrand as the first rank certified public accounting firm to
research the viability of the proposed development teams and
their proposed financing strategies and to evaluate comparatively
the short and long range return to the CITY; and
WHEREAS, CITY desires CONSULTANT to (1) assist the Review
Committee in performing its assessment and analysis of the
proposals, and (2) conduct an independent analysis and assessment
of the proposals with special attention paid to the financial and
economic aspects of the submissions; and
WHEREAS, the work is expected to be done in four phases:
(1) pre -bid assistance in establishing Review Committee proce-
dures; (2) analysis and assistance to the Review Committee; (3)
development of
an independent report to the
City
Manager; and (4)
post -selection
assistance in negotiation
with
the successful
proposer; and
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WHEREAS, CONSULTANT shall he paid on an hourly rate pavment
schedule, based on a projected staff schedule and rate structure
with a maximum limit of $36,000 for professional services and
$5,000 for out of pocket expenses to be billed to CITY at cost,
with the firm submitting monthly invoice and providinq a monthly
accounting specifying the nature, extent, and purpose of each
expenditure, with funds therefor allocated from the Marina Trust
Fund;
NOW, THEREFORE, in consideration of the promises and the
mutual covenants and obligation herein contained, and subject to
the terms and conditions hereinafter stated, the parties hereto
understand and agree as follows:
I. TERM:
This Agreement shall commence upon execution by the
City Manager and shall terminate December 31, 1983.
II. SCOPE OF SERVICES:
A. CONSULTANT will perform two major functions in
this engagement:
(1) Assist the Review Committee in performing its
assessment and analysis of the proposals; and
(2) Conduct an independent analysis and assess-
ment of the proposals with special attention
paid to the financial and economic aspects of
the submissions.
B. The work is to be performed in four phases or
stages:
(1) Pre -bid;
(2) Analysis and assistance to the Review
Committee;
(3) Development of an independent report; and
(4) Assistance in post -selection, negotiation
strategy, financial analysis, revisions,
etc.
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83-570,
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C. The specif is tasks in each phase wi 11 include, but
not necessarily be limited to:
Phase I: Pre -bid
Provide general consulting to CI`['Y staff to assist in
the most expeditious use of the Review Committee'.
efforts:
(1) Committee procedures and process suggestions;
(2) Alternative criteria and guidelines for
proposal ranking;
(3) Alternative ranking systems; and
(4) Desirable background and/or preparation
material.
Phase II: Analysis and Assistance to the Review
Committee
Provide analysis and support to the Review Committee in
the following areas:
(1) Financial analysis of submitted materials,
including analysis of equity structure, deal
structure, cash flow projections, financial
implications and potential revenues to be
realized by CITY through the lease and any
other revenues;
(2) Guidance regarding the feasibility and
achievability of the projections, based on
information supplied by the developers and
general industry standards for performance by
similar projects; and
(3) Other assistance as desired by the Review
Committee.
Phase III: Development of Independent Report
CONSULTANT will analyze the data and information
submitted by the development teams and prepared an
independent report to be submitted to the City Manager
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83-5'70,
based on the criteria indicated in the Reque`;t for_
Proposals. Specificallv, CONSULTANT will consider the
following criteria:
(1) Similar development t2xper.ience, and
experience of team members;
(2) Financial capability, financial commitment
and anticipated financial return to CITY;
(3) Overall project design;
(4) Project management plan; and
(5) Extent of minority participation.
Phase IV: Post -Selection
Consulting in this area will be at the request of CITY
and may include:
(1) Assistance in the development of negotiation
strategies;
(2) Reformulation or sensitivity analysis of cash
flow projections and various performance
indicators, based on various deal structures,
changes in interest rates, and alternative
financing scenarios (UDAG vs. tax-exempt
bonds, syndication proceeds, etc.);
(3) Further analysis of economic and financial
returns to CITY; and
(4) Other analysis as directed by CITY.
III. COMPENSATION:
A. CITY shall pay CONSULTANT, as compensation for the
services performed, a fee not to exceed $36,000,
plus out of pocket expenses not to exceed $5,000.
B. Out of pocket expenses, not to exceed $5,000, will
be billed to CITY at cost. Reimbursement shall be
limited to amounts allowable under Chapter
112.061, Florida Statutes.
C. The total hours estimated to complete the Scope of
Services described in Section II above is as
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follows:
Partner/Director ZED
iianager
Retail Specialist
r inancial Analyst I(16
Clerical
Total Hours 485
L'. The
hourly rate
structure
to be utilized during
this
engagement
(effective
through 1)ecember 31,
1983) is as follows:
C000ers & Lybrand
Partner/Director $130/hr.
Manager 85/Hr.
Financial Analyst o0/Hr.
Clerical 20/Hr.
McComb & i%ssociates
Retail Specialist 5 85/Hr.
W.P. Koon
Partner $130/Hr.
Financial Analyst 60/Hr.
CONSULTANT shall 'bill CITY on an hourly basis
based on the above rate structure for work
performed during the preceding month. CONSULTANT
shall bill only for costs incurred. CONSULTANT
shall provide the Review Committee (throuah its
Staff Coordinator) with a monthly invoice speci-
fying the nature, extent ana purpose of each
expenditure.
IV. OWNERSHIP OF DOCU14ENTS:
All writings, diagrams, tracing, chart, and schedules
developed by CONSULTANT under this Aqreement, shall be delivered
to CITY by said CONSULTANT upon completion of the WORK and shall
become the property of CITY, without restriction or limitation on
their use. CONSULTANT agrees that all docuients, records, and
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reports x.aintained and qe-nerated pursuant to this contractual
relationship between CITY and CONSULTANT shall subi-Ict to 11
provisions of the Public Records, Law, Chapt,-r 119, Florida
Statutes.
It is further understood by and between the parties
that any information, writings, irtaos, contract document,, reps-)rts
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 CONSUT�'h11 T for any
other purposes whatsoever without the written consent of CITY.
V. NON-DELEGABILITY:
It is understood and aareed that the obligation
undertaken by CONSULTLNT pursuant to this Agreement shall not be
delegated to any other parson or f ir•� unless C ITi shall first
consent in writing to the performance of sure servic*a or any part -
thereof by another person or firTz.
VI. AUDIT RIGHTS:
CITY reserves the right to audit the records of
CONSULTANT at any time during the performance of this Agreement
and for a period of one year after final payment is made under
this Agreement.
VII. AWARD OF AGREEMENT:
CONSULTANT warrants that he has not employed or
retained any company or persons to solicit or secure this
Agreement and that he has not offered to pay, paid, or agreed to
pay any person or company any fee, commission percentage,
brokerage fee, or gifts of any kind contingent upon or resulting
from the award of making this Agreement.
VIII. CONSTRUCTION OF AGREEMENT:
The parties hereto aqree that this Agreement shall be
construed and enforced, according to the laws, statutes and case
laws of the State of Florida.
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IX. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon cis, �rti�s
herein, their heirs, executors, legal rrepresentatives, 3ucce3-
sons, and assigns.
X. INDEMNIFICATION:
CONSULTANT shall indemnify and save CITY harmless From
and aqainst any and all claims, liahilities, losses, and causes
of action which may arise out of CONSULTANT'S activities under
this contract, including all other acts or omissions to act 'on
the part of CONSULTANTS or any of them, including any person
acting for or on his or their behalf, including all acts or
omissions to act of McComb and Associates and W.B. Koon and
Associates, and, from and against any orders, judgments or
decrees which may be entered and from and against all costs, -
attorney's fees, expenses, and liabiliti=s incurrQrl in tho
defense and investigation thereof..
XI. CONFLICT OF INTEREST:
CONSULTANT covenants that no person under its employ
who presently exercises any functions or responsibilities in
connection with the 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, crust 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.
XII. INDEPENDENT CONTRACTOR:
That CONSULTANTS and its employees and agents shall be
deemed to be independent contractor., and not an agent or employee
of CITY, and shall not attain any rights or benefits under the
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83 -570,
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Civil Service or Pension Ordinance of CITY, or any rights
generally afforded classified or unclassified employees; further
he/she shall not be deemed entitled to the Florida Worker's
Compensation benefits as an employee of CITY.
XIII. TERMINATION OF CONTRACT:
CITY retains the right to terminate this Agreement at
any time prior to the completion of the WORK without penalty to
CITY. In
that event, notice of termination
of
this Agreement
shall be in writing to CONSULTANT who shall be
paid
for all WORK
performed
prior to the date of his receipt
of
the notice of
termination. Basis for payment shall be as set
out.
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
the 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, then CITY shall in no way be obligated and shall not pay
to CONSULTANT any sum whatsoever.
XIV. AMENDMENTS
The parties may amend this Agreement to conform with
changes in applicable City, County, State and Federal laws,
directives guidelines or objectives. No amendments to this
Agreement shall be binding on either party unless in writing and
signed by both parties. Such amendments shall be incorporated as
a part of this Agreement upon review, approval and execution by
the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed by the respective officials thereunto
duly authorized, this the day and year first above written.
WITNESSES: COOPERS and LYBRAND, C.P.R.
By
artner
• n�a4v Cii��i� c%-r OF R^et�q
�', Cam'., ;:;'�•, r .- _ �,+5
I
ATTEST:
RALPH G. ONGIE
City Clerk
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
By
HOWARD V. GARY
City Manager
APPROVED AS TO FORM AND CORRECTNESS:
JOSE R. GARCIA-PEDROSA
City Attorney
BB/pb/066
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CITY OF MIAMI• FLORIDA
INTER -OFFICE MEMORANDUM
14
TO Howard V . Gary DATE. June 15 ► 19 8 3 FILE:
City Manager
Richard Horrow 9
FROM• Special Assistant to the
City Manager
SU8JEC- Engagement of Independent CPA firm
for Bayside Specialty Center
Proposal Selection Process
REFERENCES:Clty Commission Meeting
(July 18, 1983)
ENCLOSURES:
It is recommended that the City Commission
approve the attached resolution authorizing
the City Manager to enter into a Professional
Services Agreement with the certified public
accounting firm of Coopers & Lybrand not to
exceed $41,000 to assist the Bayside Specialt,
Center Review Committee in performing its as-
sessment and analysis of the proposals and to
prepare an independent financial and economic
report to the City Manager as required by the
Unified Development Ordinance, and to approve
the allocation of funds from the Marina Trust
On March 18, 1983, at the conclusion of a public hearing, the City
Commission approved a resolution authorizing the City Manager to
issue a Request for Unified Development Project Proposals for a
specialty center to be developed on a City owned land parcel adja-
cent to Miamarina to be known as Bayside and further, based on the
recommendations of the City Manager, appointed the Bayside Specialty
Center Review Committee to evaluate proposals and provide a written
report to the City Manager.
Ordinance No. 94-89 requires that the City Commission select a cer-
tified accounting firm to analyze the proposals based on "... the
evaluation criteria applicable to said certified public accounting
firm contained inthe request for proposals. Said certified public
accounting firm shall render a written report of its findings to
the City Manager." After the March 18 public hearing, the City Com-
mission selected Coopers & Lybrand as the first ranked certified
public accounting firm to research the viability of the proposed
development teams and their proposed financing strategies and to
evaluate comparatively the short and long range return to the City.
Coopers & Lybrand will be expected to perform two major functions
in this engagement. First, the firm shall assist the Review Com-
mittee in performing its assessment and analysis of the proposals.
Second, the firm shall conduct an independent analysis and asses-
sment of the proposals with special attention paid to the financial
and economic aspects of the submissions. The work is expected to
83-5'70,
"„Ik
Mr. Howard V. Gary
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June 15, 1983
be done in four phases: (1) pre -bid assistance in establishing
Review Committee procedures; (2) analysis and assistance to the
Review Committee; (3) development of an independent report to the
City Manager; (4) post -selection assistance in negotiation with
the successful proposer. A specific Scope of Services shall be
incorporated into a Professional Services Agreement between the
City of Miami and Coopers & Lybrand.
The Agreement contemplates an hourly rate payment scedule, based on
a projected staff schedule and rate structure with an upset limit
of $36,000 for professional services and $5,000 for out of pocket
expenses to be billed to the City at cost. Bills will be submitted
on a montly basis and the firm shall provide a monthly accounting
specifying the nature, extent, and purpose of each expenditure. It
is contemplated that funds for this engagement shall be allocated
from the Miami Trust Fund.
It is requested tha
authorizing the Cit
Agreement with the
not to exceed $41.0
ana to prepare an Ind
City Manager as requi
to approve the alloca
City Commission
ger to enter in
ied public acco
assist the Bays
is assessment a
dent financial
by the Unified
of funds form
attached resol
Specialty Ce
anlysis of th
economic re
elopment Ordi
Marina Trust
r Review
roposals
83-570