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HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into as of this day of , 2013 ("Effective Date"), by and between the CITY OF MIAMI, FLORIDA, a municipal corporation of the state of Florida ("City"), and WLS, L.C. d/b/a NAI Miami, a Florida for -profit limited liability company ("Provider"). RECITALS A. The City is the owner of certain structured parking facilities located at 1502 N.W. 7th Street ("P1"), 1402 N.W. 7th Street ("P2"), and 1502 N.W. 4th Street ("P3" and, together with P1 and P2, the "Parking Facilities"), Miami, Florida. B. A total of approximately 53,000 square feet of space dedicated for the retail component of the Parking Facilities of which square feet have been leased, as listed, marked and depicted in Exhibit "C" attached hereto and made a part hereof, are available for lease ("Retail Spaces"). C. The City, on , issued Request for Proposals No. 369316 ("RFP"), a copy of which is attached as Exhibit "D" hereto and made a part hereof, for real estate leasing and/or property management services ("Services") to aid with the leasing and operation of the Retail Spaces. D. Provider's response to the RFP ("Proposal" and, together with RFP, the "Solicitation Documents"), was selected as the most qualified proposal for the provision of the Services. E. The Miami City Commission, by Resolution No. R- , passed and adopted on , 2013, approved the selection of Provider for the provision of the Services, and authorized the City Manager to execute a professional services agreement, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the City and Provider agree as follows: 1. Recitals. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. Definitions. Any word contained in the text of this Agreement shall be read as the singular or the plural and as the masculine, feminine or neuter gender as may be applicable in the particular context. More specifically, however, for the purposes of this Agreement, the following words shall have the meanings ascribed to them in this Section: 2.1 "City Manager" shall mean the chief administrator of the City of Miami. 2.2 "Director" shall mean the director of the Department of Public Facilities of the City of Miami. 2.3 "Initial Services" shall mean those leasing and market research services, as more particularly described in Exhibit "A," attached hereto and made a part hereof. 2.4 "MPA" shall mean the Department of Off -Street Parking of the City of Miami, an independent agency and instrumentality of the City of Miami, Florida. 2.5 "Net Rental Value" shall mean the total guaranteed minimum rent generated during the initial term of a sublease agreement, for a maximum term of ten (10) years. 2.6 "Potential Tenant List" shall mean the list of potential tenants, created by Provider and filed with the City, in such form and manner being more particularly described in Exhibit "A." 3. Term. The term this Agreement shall be for one (1) year, commencing on the Effective Date ("Term"). 4. Option to Extend. The City Manager shall have four (4) options to extend the Term for a period of one (1) year each, subject to availability and appropriation of funds. 5. Scope of Service. Provider agrees to provide the Services, as more specifically set forth in Exhibit "A" ("Scope of Work"), and subject to the special terms and conditions set forth therein. 5.1 -- —Licenses and Qualifications. Provider represents and warrants to the City that: (a) it possesses all qualifications, licenses and expertise required under the Solicitation Documents for the performance of the Services; (b) it is not delinquent in the payment of any sums due to the City, or any of its agencies or instrumentalities, including payment of permit fees, occupational licenses, etc., nor in the performance of any obligations to the City; (c) all personnel assigned to perform the Services are, and shall be, at all times during the term hereof, fully qualified, licensed and trained to perform the tasks assigned to each; and (d) the Services will be performed in the manner described in Exhibit "A." 5.2 Initial Services. Prior to the performance of Initial Services under this Agreement, Provider shall submit a proposal detailing: (a) the work to be performed; (b) the time for performance; (c) the deliverables to be provided; and (d) an itemized budget. Provider shall not commence performance of the work detailed in the proposal, nor exceed the approved budget without having first received the Director's written approval. 5.3 Exclusivity. Throughout the Term of this Agreement, Provider shall be the exclusive listing agent for the Retail Spaces. 6. Compensation. Compensation payable by the City to Provider shall be as follows: 6.1 Initial Commission. Within forty-five (45) days of the full execution of a sublease agreement by and between the MPA and a Subtenant as a result of the Services provided herein, Provider shall receive an initial leasing commission of three (3%) percent of the Net Rental Value of the subject sublease agreement ("Initial Commission"). 6.2 Move -In Commission. Within forty-five (45) days of the earlier to occur of either: (a) the City's receipt of the first guaranteed minimum monthly rent payment from a Subtenant; or (b) the date Page 2 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking upon which a Subtenant first opens to the public (i.e. first engages in the exchange of goods and services for valuable consideration with the public at -large), the City shall pay Provider a move -in leasing commission of three (3%) percent of the Net Rental Value of the subject sublease agreement ("Move -In Commission"). 6.3 Marketing Expenses. The City shall reimburse Provider for those marketing expenses, as more particularly described in Exhibit "A," that have been pre -approved in writing by the Director. In no event shall reimbursements under this Section 6.4 exceed Eight Thousand and No/100 Dollars ($8,000.00) during any consecutive twelve (12) month period commencing on the Effective Date. 6.4 Payments. Except as may be otherwise provided in this Agreement, all payments shall be made within forty-five (45) days of the City's receipt of Provider's invoice(s), which shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow a proper audit of expenditures, should the City require an auditbe performed. 7. Ownership of Documents. The Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to the Provider or which is otherwise obtained or prepared by the Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. The Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. 8. Audit Rights. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to the Provider under this Agreement, audit, or cause to be audited, those books and records of the Provider which are related to the Provider's performance under this Agreement. The Provider agrees to maintain all such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. 9. Inspection Rights. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perfoiiii such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and the terms of the Solicitation Documents, if applicable. Provider shall make available to the City all reasonable facilities and assistance to aid in the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as the same may be amended or supplemented, from time to time. 10. Award of Agreement. The Provider represents and warrants to the City that it has not employed or retained any person or company employed by City, to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 11. Public Records. The Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. The Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancelation of this Agreement by the City. Page 3 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking 12. Compliance with Federal, State and Local Laws. The Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. The City and the Provider agree to comply with and observe all applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. 13. Specific Performance. In the event of breach of this Agreement by the City, the Provider may only seek specific performance of this Agreement and any recovery shall be limited to the amount set forth in Section 6 of this Agreement. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 14. Indemnification. The Provider shall indemnify and save the City, and its officials, employees and agents (collectively, the "Indemnitees") from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), causes of action, or liabilities (collectively, the "Liabilities") arising out of, resulting from, or in connection with: (i) the performance or non-performance of the Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of the Provider or its employees, agents or subcontractors (collectively referred to as "Provider"); (ii) the failure of the Provider to comply with any of the paragraphs here; (iii) the failure of the Provider to conform to statutes, ordinances, or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement; or (iv) the defense of any such claim or in the investigation thereof. The Provider expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all Liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or former employee would otherwise be limited to payment under state Workers' Compensation or similar laws. 15. Insurance. Provider shall, at all times during the term hereof, maintain such insurance coverage as set forth in Exhibit "B," attached hereto and made a part hereof. All such insurance, including renewals, shall be subject to the approval of the City (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request by the City file duplicate copies of the policies of such insurance with the City. If, in the City's reasonable judgment, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date the required change in policy coverage would have otherwise take effect. Upon such termination, the City shall pay Provider compensation for services rendered, and expenses incurred (where Page 4 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking applicable), prior to the date of termination but shall not be liable to Provider for any additional compensation, or for any consequential or incidental damages. 16. Default. If the Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the Provider shall be in default. Upon the occurrence of a default hereunder, the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Provider, terminate this Agreement. The Provider understands and agrees that termination of this Agreement under this section shall not release the Provider from any obligation accruing prior to the effective date of termination. Should the Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, the Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement. 17. Resolution of Contract Disputes. Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by either party shall first be submitted to a non -binding mediator for his/her resolution, prior to either party being entitled to seek judicial relief in connection therewith. Neither party shall be entitled to seek judicial relief unless a period of not less than sixty (60) days has expired after submitting the dispute to the non -binding mediator, together with a detailed statement of the dispute, accompanied by all supporting documentation. 18. Termination Rights. 18.1 Termination for Convenience. Beginning on the One Hundred Eighty First (181st) day following the Effective Date, the City and the Provider shall each have the unilateral right to terminate this Agreement, in each parties' sole discretion, at any time, by giving written notice to the other party at least ten (10) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for Services rendered and expenses incurred (where applicable) prior to the effective date of termination. Except as provided in Section 18.3, in no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 18.2 Termination upon Occurrence of Default. The City shall have the right to terminate this Agreement, with notice to Provider, upon the occurrence of an event of default hereunder which remains uncured for a period of thirty (30) days after written notice of said default to the Provider from the City. 18.3 Commission Payments. Within fifteen (15) days of the termination of this Agreement, Provider shall furnish to the City a final Potential Tenants List. If within twelve (12) months thereafter, the MPA executes a sublease agreement with any such party listed in the final Potential Tenants List, or the City continues, resumes or commences to negotiate with any such party listed therein during such twelve (12) month period, and thereafter the MPA executes a sublease agreement with any such listed party, the City shall pay to Provider a commission in accordance with Sections 6.1 and 6.2. If, however, within such fifteen (15) day period Provider has failed to furnish to the City the fmal. Potential Tenants List, no commission shall be payable to Provider with respect to such executed sublease. The previous provider has submitted their Potential Tenants list which was received on and is protected until which is attached as Exhibit E to this Agreement. Page 5 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking 19. Nondiscrimination. The Provider represents and warrants to the City that the Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. The Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 20. Assignment. This Agreement shall not be assigned by the Provider, in whole or in part, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City Manager's sole discretion. 21. Notices. 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 certified mail, addressed to the 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 (5th) day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To the City: Office of the City Manager City of Miami 444 S.W. 2nd Avenue, loth Floor Miami, FL 33130-1910 Attn: City Manager To Provider: With copy to: Dept talent of Public Facilities 444 S.W. 2nd Avenue, 3rd Floor Miami, FL 33130-1910 Attn: Director NAI Miami 9655 South Dixie Highway, #300 Miami, Florida 33156 Attn: Jeremy Larkin, President With copy to: Office of the City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130-1910 Attn: City Attorney 22. Interpretation. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue for any litigation shall be Miami -Dade County, Florida. 22.1 Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. 22.2 Entire Agreement. This instrument, including all exhibits attached hereto, constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the City Page 6 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking and Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. 22.3 Construction. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. 22.4 Covenants. Each covenant, agreement, obligation, term, condition or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. 22.5 Conflicts. In the event of conflict between the terms of this Agreement and any te s or conditions contained in any attached documents, the terms of this Agreement shall govern. 22.6 Waiver. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 22.7 Severability. Should any provision 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, then such provision shall be deemed modified to the extent necessary in order to confoiuui with such laws, or if not modifiable to conform with such laws, that 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. 22.8 Third -Party Beneficiaries. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 23. Successors and Assigns. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 24. Independent Contractor. The Provider has been procured and is being engagedto provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded its classified or unclassified employees. The Provider further understands that Florida Workers' Compensation benefits available to employees of the City Page 7 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking are not available to the Provider, and agrees to provide workers' compensation insurance for any employee or agent of the Provider rendering services to the City under this Agreement. 25. Contingency. Funding for this Agreement is contingent on the availability of funds, and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, change in regulations, or any combination thereof. 26. Reaffirmation of Representations. Provider hereby reaffirms all of the representations contained in the Solicitation Documents. 27. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. [SIGNATURES APPEAR ON FOLLOWING PAGE] Page 8 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this day and year above written. ATTEST: CITY OF MIAMI, FLORIDA, a municipal corporation of the state of Florida ("City") By: By: Todd Hannon City Clerk Johnny Martinez, P.E. City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: By: By: Calvin Ellis Victoria Mendez, Esq. Director, Risk Management City Attorney WLS, d/b/a NAI Miami, a Florida for -profit limited liability company ("Provider") ATTEST: By: By: Jeremy Larkin Corporate Secretary President Page 9 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking EXHIBIT "A" Scope of Services 3.1. SPECIFICATIONS/SCOPE OF WORK I. OVERVIEW The City of Miami's Department of Public Facilities ("Public Facilities") is seeking a qualified firm ("Successful Proposer") with extensive real estate leasing services background and experience to perform analysis, marketing, and lease negotiations for the City in connection with the Marlins Stadium Parking Garage Retail Space ("the Property") in Miami, Florida. The Property consists of four (4) parking garages owned by the City of Miami that will be leased to the Miami Parking Authority ("MPA")..The.physical addresses and folio numbers of these garages are as follows. Floor plans of the Property are attached hereto and are provided for your reference. P1: 1502 NW 7 Street, Miami, FL 33125. Folio # 01-4102-086-0010 P2: 1402 NW 7 Street, Miami, FL 33125. Folio # 01-4102-086-0010 P3: 1502 NW 4 Street, Miami, FL 33125. Folio # 01-4102-086-0040 P4: 1402 NW 4 Street, Miami, FL 33125. Folio # 01-4102-086-0040 Three of the four parking garages have retail space(s) that are available to be leased by the Successful Proposer. Information regarding the retail bays for each parking garage: P1: Three (3) retail bays: 7,625 SF; 7,851 SF; and 8,438 SF, respectively, for a total of 23,914 SF. P2: Two (2) retail bays: 11,864 SF; and 9,812 SF, respectively, for a total of 21,676 SF. P3: One (1) retail bay: 7,691 SF. There is currently 4,566 SF of leased space in P1 There is currently 625 SF of leased space in P3 Total available retail space square footage: 48,090 SF. II. GENERAL SERVICES A. The Provider(s) shall be under the supervision of the Director of the Department of Public Facilities (hereinafter referred to as Director) or designee. B. Provider(s) shall attend required meetings as deemed necessary by the Director to accomplish the Scope of Services and to present its findings and recommendations to the City Commission. C. Provider(s) shall confer with the City team periodically during the progress of the work and prepare and present such information and materials as may be necessary or reasonably requested by the City to determine the adequacy of the work or the Provider's progress. D. Provider(s) shall submit the required deliverables within the time frame specified by the City. E. As may be directed by the City through its designated representative, Provider(s) is expected to cooperate and fulfill requests for information, verbal and written, that pertain to the work. F. The Provider(s) shall provide its own office and work space, except as necessary during meetings or presentations. G. That the Provider/Broker acknowledges that the City may master lease the entire portion of the premises. In that event, Provider/Broker shall only receive a 3 percent commission should they directly procure the lessee. Miami. Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking III. REAL ESTATE LEASING SERVICES A. Phase I - Pre -Leasing Due Diligence and Analysis Phase The Provider will perform the following work tasks, to include but not be limited to: 1) Collect and research all available Property information currently in the possession of the City and other similar major stadium -type commercial retail avenues nationwide. 2) Review and prepare appropriate lease assessments for the site, inclusive of any capital improvements necessary. 3) Prepare a comprehensive report with findings, conclusions and recommendations, including a comprehensive timeline for lease disposition and an assessment of risk/challenge issues associated with same; work with City team to create optimal deliverable format and content, which shall include, but is not limited to, delivery of a preliminary report for the City's review prior to submission of the final report. 4) Attend meetings and hearings of stakeholders and make presentations as necessary. Estimated time period for Phase I: <30 days B. Phase II - Marketing and Lease Disposition Phase The steps below outline Provider's process for marketing the Property through negotiating and documenting a transaction. 1) Identify Potential Tenants a) Compile a target list of possible tenants for the site. b) Prepare a pre -marketing campaign that will be disseminated to the appropriate potential tenants to generate upfront market interest. 2) Generate Interest a) Distribute marketing information through e-mail, flyers and/or other acceptable means. b) Follow up with phone calls to targeted businesses c) Register parties who express interest in the Property. These potential businesses will receive a full marketing package, once identified. 3) Develop and Distribute Marketing Package(s) to potential businesses, including: a) Overview/introductory letter. b) A physical description of the site(s). c) Preferred transaction structure, d) A solicitation section requiring that the business fully identifies the tenant structure, its experience and credentials, financial capabilities, principals, references, etc. 4) Analyze Offers Provider will provide guidance to all potential businesses and will analyze terms and conditions of offers including quantitative and qualitative criteria. 5) Recommend Finalists based on: a) Value of offer b) Financial viability of the candidate c) Proposed transaction structure and/or proposed use of site in question, and d) Candidate's alignment of interests with the City's goals. e) Solicitation of Best and Final offers (BAFO). Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking 6) Participate in Tenant Selection and Negotiation Select the successful business for the Property, or each portion thereof; assist in the negotiations; supervise due diligence, assist in negotiating transaction price and terms. Attend public hearings regarding the disposition of the Property, or each portion thereof, as may be required. Estimated time period for Phase II: 1 Week to 2 Months Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking Reporting Period: / / through / / POTENTIAL TENANTS LIST Tenant Naive Interested Site/Square Footage Contact Person I Phone Proposed Use & Tenns Letter of Intent Received Status Tenant Naive Interested Site/Square Footage Contact Person I Phone Proposed Use & Terms Letter of Intent Received Status Tenant Name Interested Site/Square Footage Contact Person I Phone Proposed Use & Teiius Letter of Intent Received Status a:r Tenant Name Interested Site/Square Footage Contact Person I Phone Proposed Use & Terms Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking Letter of Intent Received Status EXHIBIT `B" Insurance Requirements I. Commercial General Liability A. Limits of Liability: Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $1,000,000 B. Endorsements Required: (1) City. of Miami included as additional insured (2) Primary Insurance Clause Endorsement (3) Contingent and Contractual Liability (4) Premises and Operations Liability II. Business Automobile Liability A. Limits of Liability: Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned or Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 Endorsements Required: (1) City of Miami included as additional insured M. Worker's Compensation A. Limits of Liability: Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability: $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Errors and Omissions Combined Single Limit Each Claim General Aggregate Limit $1,000,000 $1,000,000 Companies authorized to do business in the state of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking EXHIBIT "C" Retail Spaces Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking POI LL. ... tom.. NW 7TH STREET / rvvv lln alrtccL n 61v bwd tor MICE CIYp{ JAYIE vl.wuy JJ_ s� JJ_ JJ_ JJ- .il inn .-.., •rc 00,147US1IEPLAN•Pi PAHHINGGAPAGE=� P1 PARKING STALL TABULATION STANDARD ACC LEVEL I 3.611111111.3 Torn. 6, LEVELS LEVELS xn Leh;4 330 233 1.6111,66 163 1113 16 43 1164 STADIUM SITE PARKING Pzuwar- CITY OF MIAMI 8-30648S Burr LEDADALY EiT Co1.1666 IS 1331131111.14131101.16.6111 1111611131163111 AIR. INC .L iM,` 166— REVISIONS FILE LOG PERMIT SET M.N.fWlw.liunl \\n Nor. ReSIgnN Mhllm A0.CC144IS 61.31661114L.6.11.463.333 A0.02 EllEcErEs 14FEE GOEIAL PROOFING EVEIEN. NW 7114 STREET (`J I-Dn GLGISP.7SR.LC-�3 irierfAirr." W. /1•. %I. . . 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" . . . • I ' 1 . * 1 1 i • .., I 1 . . - . • ,.. i . . • . 1 t• . , ! , . / 1 1 1 • .... 1- li t 1 [; 1;1 1 ; 1,._ .1 '. • 0 __.-- 1&:..1 . - - • • -EXISTING BASEBALL FIELD-- . 1 ; t .11 "11- I t — - t- - _./.7,7=7.1,7•17,17/11-Etr.7.7-=::.7. 1.7. . till .--: --; . 7i- •.-: 7... .. , , :-, ii;.. ,,,r_ • , i- : • ! i 9 r • 1 . 41 L. r • • - • _ PARKING GARAGE In 161,2 NW 4TH STREET PARRINO GARAGE P4 1402 NW 4TH STRF-ET • • • J., .,, , , •,...1-10.,,, R, • ; ...,' i : i ••••-...„. , '_. 1 at17610! i- - -I' i - -t- 1--- -I 71-:‘ • -.,, azTg. - . , a rmturrnTrrrrrrtrurrn., ri rrn _ -rtrrrrm i 1 in 1 i n alirrirrnTra ",,i — i i! II . ! • • -,...-.--,..-e^,1 ..r., R „. .1 , F xi -- .i \ : • . , I' • _____________________ T,......„_...,,;—•.,.._.....,=,_____., ;7".a4,-d••--.444-44—,4-4.4, --,,sr•---,444 ...,— • L 1 " 11 — - B • 1 - E • 1- I. - i 1 • - • r I . ‘'r t r l • --. - • „i 1 . • I • 43130 NW 5.111.7--, it•-- - — tb12ML!..5.11E PLAN SURFACE LOT E.3 1 .13E0 NW 4TH ST UV. 1 T7 t. /.....efilGOLIEAMIPLIANCE Ellyellalatni • • I • VP • re.r, 17:41 STADIUM SITE PARKING liarAPAr" CITY OF MIAMI LEDA DAY PM' giAIVE•41, ORM NM ;:ovea.rg., _111111311;;If.,:vg,,,„ PERMIT SET hls Mopcm-Plaui Mo. Ali011.1416 RoJect lAxlinav atluvie A0.01 3 EXHIBIT "D" RFP 369316,1 Miami Ballpark Retail Leasing Professional Services Agreement Public Facilities > Asset Management > Real Estate > Miami Ballpark Parking KENNETH ROBERTSON JOHNNY MARTINEZ, P.E. Chief Procurement Officer City Manager ADDENDUM NO. 1 RFP No. 369316 July 23, 2013 Request for Proposals (RFP) for Real Estate Leasing Services TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. Section 3.1. of the RFP has been revised as follows: 3.1. SPECIFICATIONS/SCOPE OF WORK I. OVERVIEW Three of the four parking garages have retail space(s) that are available to be leased by the Successful Proposer. Information regarding the retail bays for each parking garage: P1: Three (3) retail bays: 7,625 SF; 7,851 SF; and 8,438 SF, respectively, fora total of 23,914 SF. P2: Two (2) retail bays: 11,864 SF; and 9,812 SF, respectively, for a total of 21,676 SF. P3: One (1) retail bay: 7,691 SF. There is currently 4,566 SF of leased space in P1 There is currently 625 SF of leased space in P3 Total available retail space square footage: 53,281 48,090 SF. Additionally, the attached form titled, City of Miami Local Office Certification, is made a part of this RFP. Proposers seeking local preference must complete and submit this form at the time of proposal submittal. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. KR/ ms Cc: RFP File Sincerely /ZeiCe•e> Keneth Robertson Director/Chief Procurement Officer Page 1 CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article III, Section 18-73) Solicitation Type and Number: (i.e. IFQ/IFB/RFP/RFQ/RFLI No. 123456) Solicitation Title: (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of noless than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami - Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a bid or proposal. 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE THE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: Does Bidder/Proposer conduct verifiable, full- time, on -site employment at the local office for a minimum of forty (40) hours per calendar week? Y YES NO If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease? YES NO N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: YES NO Exempt Cite Exemption: Miami -Dade County: YES NO Exempt Cite Exemption: Has Bidder/Proposer enclosed a copy of the license, certificate of competency and certificateof use that authorizes the perfoiniance of Bidder/Proposer' s business operations? Y YES N NO Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Print Name (Bidder/Proposer Authorized Representative) Signature Date 2 FORM -City of Miami Local Office Certification 7/22/2013 STATE OF FLORIDA COUNTY OF Certified to and subscribed before me this day of , 20 ; by (NOTARY SEAL) (Signature of Notary Public -State of Florida) (Name of Notary Typed, Printed, or Stamped) Personally Known OR Produced Identification Type of Identification Produced 3 FORM -City of Miami Local Office Certification 7/22/2013 City of Miami Request for Proposals (RFP) Purchasing Department Miami Riverside Center 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement RFP Number: 369316 Title: Request for Proposals for Real Estate Leasing Services Issue Date/Time: RFP Closing Date/Time: Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 08-JUL-2013 08/01/2013 @ 13:00:00 None Tuesday, July 16, 2013 at 10:00 a.m. Suarez, Maritza City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US msuarez@ci.miami.fl.us (305) 400-5025 Page 1 of 38 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter, Please print the following and sign your name: SUPPLIER NAME: ADDRESS: PHONE: FAX: EMAIL: BEEPER: SIGNED BY: TITLE: DATE: FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 38 Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: Office Location: City of Miami, Miami -Dade County, or Other. Occupational License Number: Occupational License Issuing Agency: Occupational License Expiration Date: Will Subcontractor(s) be used? (Yes or No) Page 3 of 38 Line: 1 Description: Disregard this line item. Please refer to Section 4.1. Submission Requirements Category: 95883-00 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total: $ Page 4 of 38 1 Request for Proposals (RFP) 369316 Table of Contents Terms and Conditions 6 1. General Conditions 6 1.1. GENERAL TERMS AND CONDITIONS 6 2. Special Conditions 26 2.1. PURPOSE 26 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 26 2.3. TERM OF CONTRACT 26 2.4. CONDITIONS FOR RENEWAL 26 2.5. NON -APPROPRIATION OF FUNDS 26 2.6. MINIMUM QUALIFICATIONS 26 2.7. CONTRACT EXECUTION 27 2.8. FAILURE TO PERFORM 27 2.9. INSURANCE REQUIREMENTS 27 2.10. PRE-BID/PRE-PROPOSAL CONFERENCE 29 2.11. CONTRACT ADMINISTRATOR 29 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) 29 2.13. TERMINATION 30 2.14. ADDITIONAL TERMS AND CONDITIONS 30 2.15. PRIMARY CLIENT (FIRST PRIORITY) 31 2.16. CHANGES/ALTERATIONS 31 2.17. COMPENSATION PROPOSAL 31 2.18. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 31 2.19. ADDITIONAL SERVICES 32 2.20. RECORDS 32 2.21. TRUTH IN NEGOTIATION CERTIFICATE 32 3. Specifications 33 3.1. SPECIFICATIONS/SCOPE OF WORK. 33 4. Submission Requirements 36 4.1. SUBMISSION REQUIREMENTS 36 5. Evaluation Criteria 38 5.1. EVALUATION CRITERIA 38 Page 5 of 38 Request for Proposals (RFP) 369316 Terms and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of $25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion, re -issue this formal solicitation. 1.4. ADDENDA —It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (1) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent, 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, each party shall bear their own attorney's fees through and including appellate litigation and any post -judgment Page 6 of 38 Request for Proposals (RFP) 369316 proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful. Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for three (3) years after the City makes final payment and all other pending matters are closed. Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVAILABILITY OF CONTRACT STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidder(s)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract, unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowestresponsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract term shall conclude upon completion of the expressed or implied warranty periods. Page 7 of 38 Request for Proposals (RFP) 369316 G. The City reserves the right to award the contract on a split -order, lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES - If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City toevaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable Page 8 of 38 Request for Proposals (RFP) 369316 for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K. Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than $200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Page 9 of 38 Request for Proposals (RFP) 369316 Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your firm. A. Bidder/Proposer further agrees not to use or attempt to use any knowledge, property or resource which may be within his/her/its trust, or perform his/her/its duties, to secure a special privilege, benefit, or exemption for himself/herself/itself, or others. Bidder/Proposer may not disclose or use information not available to members of the general public and gained by reason of his/her/its position, except for information relating exclusively to governmental practices, for his/her/its personal gain or benefit or for the personal gain or benefit of any other person or business entity. B. Bidder/Proposer hereby acknowledges that he/she/it has not contracted or transacted any business with the City or any person or agency acting for the City, and has not appeared in representation of any third party before any Page 10 of 38 Request for Proposals (RFP) 369316 board, commission or agency of the City within the past two years. Bidder/Proposer further warrants that he/she/it is not related, specifically the spouse, son, daughter, parent, brother or sister, to: (i) any member of the commission; (ii) the mayor; (iii) any city employee; or (iv) any member of any board or agency of the City. C. A violation of this section may subject the Bidder/Proposer to immediate termination of any professional services agreement with the City, imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the Bidder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shallhave the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which Page 11 of 38 Request for Proposals (RFP) 369316 the violation remains noncompliant. (8) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension. decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terms of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terms of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on Page 12 of 38 Request for Proposals (RFP) 369316 this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terms and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions, clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation, the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs, and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES Page 13 of 38 Request for Proposals (RFP) 369316 A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not be awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by the Formal Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terms and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.O.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. Page 14 of 38 Request for Proposals (RFP) 369316 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Depai lnnent of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January 1st. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job title(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.39. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. 1.40. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.41. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. Page 15 of 38 Request for Proposals (RFP) 369316 PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.42 INDEMNIFICATION - Contractor shall indemnify , hold harmless and defend the City, its officials, officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract and will indemnify, hold harmless and defend the City, its officials, officers, agents, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against City whether performed by Contractor, or persons employed or utilized by Contractor. This indemnity will survive the cancellation or expiration of the Contract. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and which conforms to the limitations of §725.06 and/or §725.08, Fla. Statues, as amended from time to time as applicable. Contractor shall require all Sub -Contractor agreements to include a provision that they will indemnify the City. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving or rejecting any submissions by the Contractor or other acts of the Contractor, the City in no way assumes or shares any responsibility or liability of the Contractor or Sub -Contractor, under this Agreement. 1.43. FORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation, cuts, sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.44. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.45. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 30 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via Page 16 of 38 Request for Proposals (RFP) 369316 fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.46. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.47. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.48. LOCAL PREFERENCE A. City Code Section 18-85, states, "when a responsive, responsible non -local bidder submits the lowest bid price, and the bid submitted by one or more responsive, responsible local bidders who maintain a local office, as defined in Section 18-73, is within fifteen percent (15%) of the price submitted by the non -local bidder, then that non -local bidder and each of the aforementioned responsive, responsible local bidders shall have the opportunity to submit a best and final bid equal to or lower than the amount of the low bid previously submitted by the non -local bidder. Contract award shall be made to the lowest responsive, responsible bidder submitting the lowest best and final bid. In the case of a tie in the best and final bid between a local bidder and a non -local bidder, contract award shall be made to the local bidder." B. City Code Section 18-86, states, "the RFP, RFLI or RFQ, as applicable, may, in the exercise of the reasonable professional discretion of the City Manager, director of the using agency, and the Chief Procurement Officer, include a five (5%) percent evaluation criterion in favor of proposers who maintain a local office, as defined in Section 18-73. In such cases, this five (5%) percent evaluation criterion in favor of proposers who maintain a local office will be specifically defined in the RFP, RFLI or RFQ, as applicable; otherwise, it will not apply. 1.49. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.50. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through Page 17 of 38 Request for Proposals (RFP) 369316 the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. 1.51. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City of Miami and Contractor, or to create any other similar relationship between the parties. 1.52. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.53. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.54. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidders)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.55. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.56. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture Page 18 of 38 Request for Proposals (RFP) 369316 will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.57. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.58. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract .shall be valid and enforced to thefullest extent permitted by law. 1.59. PERFORMANCE/PAYMENT BOND —A Contractor may be required to famish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.60. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Proposer shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extended price shall be enteredin the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct. C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or fun by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY Page 19 of 38 Request for Proposals (RFP) 369316 OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.61. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.62. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.63. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.64. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or fmal acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the teen of the contract. 1.65. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.66. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.67. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section Page 20 of 38 Request for Proposals (RFP) 369316 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.68. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor's failure or refusal to comply with the provision of this section shall result in the immediate cancellation of this Contract by the City. 1.69. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.70. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.71. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.72. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by a Contractual Party by submission of a protest to the City Manager. (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.73. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered Page 21 of 38 Request for Proposals (RFP) 369316 filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. Hi. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall form the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. Page 22 of 38 Request for Proposals (RFP) 369316 (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such party's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. A11 costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the -filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.74. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.75. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the term of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.76. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.77. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. A11 workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.78. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, Page 23 of 38 Request for Proposals (RFP) 369316 RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US1. US1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.79. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.80. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. Page 24 of 38 Request for Proposals (RFP) 369316 B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.81. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.82. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.83. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.84.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attomey's fees and for costs and attomey's fees incurredby the City by reason of any legal action challenging your claim. 1.85. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.86. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.87. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 25 of 38 Request for Proposals (RFP) 369316 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for Real Estate Leasing Services, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Maritza Suarez, CPPB; fax: (305) 400-5025 or email: msuarez@ci.rniami.fl.us. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Tuesday, July 16, 2013 at 10:00 a.m.. All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.3. TERM OF CONTRACT The proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terms: (1) The term of the Contract(s) shall be for one (1) year with an option to renew for four (4) additional one (1) year periods. (2) The City shall have the option to extend or terminate the Contract. Continuation of the contract beyond the initial period is a City prerogative; not a right of the bidder/proposer. This prerogative will be exercised only when such continuation is clearly in the best interest of the City, 2.4. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terms and conditions established herein. (2) Availability of funds 2.5. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s). 2.6. MINIMUM QUALIFICATIONS Page 26 of 38 Request for Proposals (RFP) 369316 Proposers shall satisfy each of the requirements cited below. Failure to do so will result in the Proposal being deemed non -responsive. A. Shall have provided similar services for a minimum of ten (10) years. B. Possess specific project experience and credentials in lead role that demonstrates the Proposer's ability to perform the required Scope of Services, including no less than five (5) complex projects involving multiple -tenant leasing of approximately 50,000 SF of commercial retail space. C. Possess sufficient resources and personnel to commit to a contract for the provision of these services. D. The Firm shall be an active registered corporation with the State of Florida Department of State, Division of Corporations; E. At least one principal of the firm shall be a licensed Real Estate Broker in the State of Florida; F. Members of the team assigned to the project shall be licensed Real Estate Agents in the State of Florida; G. Shall have never filed for bankruptcy, be in sound financial condition, have no record of civil litigation or pending lawsuits involving criminal activities of a moral turpitude, and shall not have conflicts of interest with the City. H. Shall not have a member, officer, or stockholder who is in arrears or in default of any debt or contract involving the City, is a defaulter or surety upon any obligation to the City, and/or has failed to perform faithfully any contract with the City. 2.7. CONTRACT EXECUTION The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the right to execute or not execute, as applicable a Contract with the selected Proposer(s) that is determined to be most advantageous and in the City's best interest. Such Contract will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 2.8. FAILURE TO PERFORM Should it not be possible to reach the contractor or supervisor and/orshould remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Contractor in default of the contract or make appropriate reductions in the contract payment. 2.9. INSURANCE REQUIREMENTS INDEMNIFICATION Bidder shall pay on behalf of, indemnify and save City and its officials harmless, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of bidder, including any person performing under this Contract for or on bidder's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. Page 27 of 38 Request for Proposals (RFP) 369316 The bidder shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor, Miami, Florida 33130, Certificates) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Personal and Adv. Injury $1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Primary Insurance Clause Endorsement Contingent & Contractual Liability Premises and Operations Liability II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation A. Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Errors and Omissions Page 28 of 38 Request for Proposals (RFP) 369316 Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the bidder. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the bidder of his liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Bidder shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: (4) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Invitation To Bid. (5) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Bidder in conjunction with the General and Special Terms and Conditions of the Bid. The Bidder shall be responsible for assuring that the insurance certificates required inconjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that may be granted to the Bidder. 2.10. PRE-BID/PRE-PROPOSAL CONFERENCE None 2.11. CONTRACT ADMINISTRATOR Upon award, contractor shall report and work directly with Mr. Henry Torre, who shall be designated as the Contract Administrator. 2.12. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Page 29 of 38 Request for Proposals (RFP) 369316 Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide a list confirrning the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.13. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City of Miami the Contractor will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.14. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included as part of your solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General Conditions and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. If Page 30 of 38 Request for Proposals (RFP) 369316 a Professional Services Agreement (PSA) or other Agreement is provided by the City and is expressly included as part of this solicitation, no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the PSA or Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or Agreement. 2.15. PRIMARY CLIENT (FIRST PRIORITY) The successful bidders)/proposer(s) agree upon award of this contract that the City of Miami shall be its primary client and shall be serviced first during a schedule conflict arising between this contract and any other contract successful bidder(s)/proposer(s) may have with any other cities and/or counties to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during or approximately the same time. 2.16. CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 2.17. COMPENSATION PROPOSAL Each Proposer shall detail any and all fees and costs to provide the required services as listed herein. Proposer shall additionally provide a detailed list of all costs to provide all services as detailed in Section 3. Scope of Services, as proposed. The City reserves the right to add or delete any service, at any time. Should the City determine to add an additional service for which pricing was not previously secured, the City shall seek the Successful Proposer to provide reasonable cost(s) for same. Should the City determine the pricing unreasonable, the City reserves the right to negotiate cost(s) or seek another vendor for the provision of said service(s). Failure to submit compensation proposal as required shall disqualify Proposer from consideration. 2.18. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: (1) Formal solicitation issued. (2) Receipt of responses (3) Opening and listing of all responses received (4) Purchasing staff will review each submission for compliance with the submission requirements of the Solicitation, including verifying that each submission includes all documents required. (5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements of this Solicitation and based upon the evaluation criteria as specified herein. (6) Proposers shall be required to make oral presentations before the Evaluation Committee as part of the evaluation process. The presentations shall be recorded and are currently scheduled to take place on "TBD". Page 31 of 38 Request for Proposals (RFP) 369316 (7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the City Manager for acceptance. If the City Manager accepts the Committee's recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Purchasing Depac tinent website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. The City Manager shall make his recommendation to the City Commission requesting the authorization to negotiate and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the City arising from such negotiations or termination thereof. (8) The City Manager reserves the right to reject the Committee's recommendation, and instruct the Committee to re-evaluate and make another recommendation, reject all proposals, or recommend that the City Commission reject all proposals. (9) The City Commission shall consider the City Manager's and Evaluation Committees' recommendation(s) and, if appropriate and required, approve the City Manager's recommendation(s). The City Commission may also reject any or all response. (10) If the City Commission approves the recommendations, the City will enter into negotiations with the selected Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as deemed appropriate by the City Manager. (11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 2.19. ADDITIONAL SERVICES Services not specifically identified in this request may be added to any resultant contract upon successful negotiation and mutual consent of the contracting parties. 2.20. RECORDS During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.21. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the Agreement. Page 32 of 38 Request for Proposals (RFP) 369316 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK I. OVERVIEW The City of Miami's Department of Public Facilities ("Public Facilities") is seeking a qualified firm ("Successful Proposer") with extensive real estate leasing services background and experience to perform analysis, marketing, and lease negotiations for the City in connection with the Marlins Stadium Parking Garage Retail Space ("the Property") in Miami, Florida. The Property consists of four (4) parking garages owned by the City of Miami that will be leased to the Miami Parking Authority ("MPA"). The physical addresses and folio numbers of these garages are as follows. Floor plans of the Property are attached hereto and are provided for your reference. P 1: 1502 NW 7 Street, Miami, FL 33125. Folio # 01-4102-086-0010 P2: 1402 NW 7 Street, Miami, FL 33125. Folio # 01-4102-086-0010 P3: 1502 NW 4 Street, Miami, FL 33125. Folio # 01-4102-086-0040 P4: 1402 NW 4 Street, Miami, FL 33125. Folio # 01-4102-086-0040 Three of the four parking garages have retail space(s) that are available to be leased by the Successful Proposer. Information regarding the retail bays for each parking garage: P1: Three (3) retail bays: 7,625 SF; 7,851 SF; and 8,438 SF, respectively, for a total of 23,914 SF. P2: Two (2) retail bays: 11,864 SF; and 9,812 SF, respectively, for a total of 21,676 SF. P3: One (1) retail bay: 7,691 SF. Total available retail space square footage: 53,281 SF. H. GENERAL SERVICES A. The Provider(s) shall be under the supervision of the Director of the Department of Public Facilities (hereinafter referred to as Director) or designee. B. Provider(s) shall attend required meetings as deemed necessary by the Director to accomplish the Scope of Services and to present its findings and recommendations to the City Commission. C. Provider(s) shall confer with the City team periodically during the progress of the work and prepare and present such information and materials as may be necessary or reasonably requested by the City to determine the adequacy of the work or the Provider's progress. D. Provider(s) shall submit the required deliverables within the time frame specified by the City. E. As may be directed by the City through its designated representative, Provider(s) is expected to cooperate and fulfill requests for information, verbal and written, that pertain to the work. F. The Provider(s) shall provide its own office and work space, except as necessary during meetings or presentations. G. That the Provider/Broker acknowledges that the City may master lease the entire portion of the premises. In that event, Provider/Broker shall only receive a 3 percent commission should they directly procure the lessee. III. REAL ESTATE LEASING SERVICES A. Phase I - Pre -Leasing Due Diligence and Analysis Phase Page 33 of 38 Request for Proposals (RFP) 369316 The Provider will perform the following work tasks, to include but not be limited to: 1) Collect and research all available Property information currently in the possession of the City and other similar major stadium -type commercial retail avenues nationwide. 2) Review and prepare appropriate lease assessments for the site, inclusive of any capital improvements necessary. 3) Prepare a comprehensive report with findings, conclusions and recommendations, including a comprehensive timeline for lease disposition and an assessment of risk/challenge issues associated with same; work with City team to create optimal deliverable format and content, which shall include, but is not limited to, delivery of a preliminary report for the City's review prior to submission of the final report. 4) Attend meetings and hearings of stakeholders and make presentations as necessary. Estimated time period for Phase I: <30 days B. Phase II - Marketing and Lease Disposition Phase The steps below outline Provider's process for marketing the Property through negotiating and documenting a transaction. 1) Identify Potential Tenants a) Compile a target list of possible tenants for the site. b) Prepare a pre -marketing campaign that will be disseminated to the appropriate potential tenants to generate upfront market interest. 2) Generate Interest a) Distribute marketing information through e-mail, flyers and/or other acceptable means. b) Follow up with phone calls to targeted businesses c) Register parties who express interest in the Property. These potential businesses will receive a full marketing package, once identified. 3) Develop and Distribute Marketing Package(s) to potential businesses, including: a) Overview/introductory letter. b) A physical description of the site(s). c) Preferred transaction structure. d) A solicitation section requiring that the business fully identifies the tenant structure, its experience and credentials, financial capabilities, principals, references, etc. 4) Analyze Offers Provider will provide guidance to all potential businesses and willanalyze terms and conditions of offers including quantitative and qualitative criteria. 5) Recommend Finalists based on: a) Value of offer b) Financial viability of the candidate c) Proposed transaction structure and/or proposed use of site in question, and d) Candidate's alignment of interests with the City's goals. e) Solicitation of Best and Final offers (BAFO). 6) Participate in Tenant Selection and Negotiation Select the successful business for the Property, or each portion thereof; assist in the negotiations; supervise due Page 34 of 38 Request for Proposals (RFP) 369316 diligence, assist in negotiating transaction price and terms. Attend public hearings regarding the disposition of the Property, or each portion thereof, as may be required. Estimated time period for Phase II: 1 Week to 2 Months Page 35 of 38 Request for Proposals (RFP) 369316 4. Submission Requirements 4.1. SUBMISSION REQUIREMENTS Proposals shall be limited to 20 pages or less. Cover pages, table of contents, section dividers, reports and resumes do not count towards this page limit. Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for contract award. ALL RESPONSES WILL BE SUBMITTED IN HARDCOPY FORMAT ONLY TO INCLUDE ONE ORIGINAL AND SEVEN (7) COPIES. NO ON-LINE SUBMITTALS WILL BE ACCEPTED. Proposers shall provide, at a minimum, the following information and documentation with their Proposals: A. Executive Summary in response to this RFP. B. The name of firm, corporation, joint venture, partnership, individual, or other legal entity's address, telephone/fax/email address, name of contact individual, date incorporated, principals and officers of Proposer, and federal employer identification number. Include location from where work will be performed. C. Describe the Proposer's organizational history and structure; years Proposer and/or firm has been in business providing a similar service(s), and indicate whether the City has previously awarded any contracts to the Proposer/firm. Provide a list of all principals, owners or directors. D. Provide specific qualifications, project experience, and credentials that demonstrate Proposer's ability to perform the required scope of work. Proposer must clearly describe its qualifications and experience in the provision of similar work of a similar nature in the real estate industry. Include discussion of experience in specific fields or industries related to the proposed project. Include any and all licenses and certifications held. E. Provide a complete list of clients for which Proposer has provided a similar service(s) as required in this RFP. This list should detail Proposer's experience, and include those services that have been performed during at least the past five (5) years, as applicable. Include the name, address, phone number(s) and contact persons within each organization. The City reserves the right to contact references as part of the evaluation process. F. Provide a minimiun of two (2) references on letterhead from former clients for the provision of similar services within the past five (5) years. Include name of reference, contact name, period of time, and overall work performed. Sufficient documentation must be provided to determine level of experience. References are subject to verification by the City as part of the evaluation process. G. Provide the name of the Project Manager and other individual(s) who would be assigned to the project and referencing those individual(s) who are experienced with the real estate lease negotiations. Discuss the specific qualifications and experience of the Project Manager and/or Team member(s) to be assigned to the engagement, particularly as it relates to real estate projects of similar scope. H. Provide a description of the Proposer's overall Approach and Methodology to be utilized during this engagement, per each element of work depicted in the Scope of Services; Proposer's vision of future use of the commercial retail space. Page 36 of 38 Request for Proposals (RFP) 369316 I. Provide recent, current and projected workload of Proposer, and general workload those professionals to be assigned to this engagement. Discuss in general the anticipated percentage of time to be dedicated to this engagement by each assigned staff member. J. Discuss Proposer's and/or Team's overall resources, including personnel, equipment, present work load, supervision and coordinating capacity, etc. K. Describe any current or pending litigation or proceeding involving Proposer, its partners, managers, other key staff members, and its professional activities or performance, if applicable. State the nature of the litigation, a brief' description of each case, the outcome or projected outcome, and the monetary amounts involved. L. Should Proposer plan to utilize a Sub-Contractor(s), provide detailed information regarding qualifications and experience, and the work to be performed related to the Scope of Services for each proposed Sub-Contractor(s). M. Proposer must include a Compensation Proposal as part of the Proposal. Proposal shall contain detailed information justifying its proposed cost(s), including reimbursable expenses. Failure to submit a Compensation Proposal shall deem your Proposal non -responsive. N. Provide any other information or documentation with Proposal, as needed. Page 37 of 38 Request for Proposals (RIP) 369316 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Individual Evaluation Committee (Committee) members will evaluate proposals based on the 100% evaluation criteria defined herein. These individual numerical scores, per committee member, will then be converted into ordinal ranking numbers (1, 2, 3, 4, 5, etc.), from highest to lowest, with the highest numerical score receiving the 1 ordinal ranking. Tied numerical scores will receive the same ordinal number and succeeding ordinal numbers will be skipped to offset the total number of scores that were tied (1, 1, 3, 4, 5, etc.; 1, 2, 2, 2, 5, etc.). Ordinal scores for all Committee members will then be totaled in the aggregate. The proposer who receives the lowest total overall ordinal score will be the highest rank proposer. The proposer who receives the second lowest total ordinal score will be the second highest rank proposer, etc. Proposals shall be evaluated based upon the following criteria and weight: Criteria: Weight: A. Overall Qualifications and Experience: 30% B. Approach and Methodology: 30% C. Compensation Proposal: 20% D. Oral Presentations 15% E. Local Preference: 5% Page 38 of 38 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: /VA / '"✓ / .ADDRESS • 96 x3 ✓ ' `icy .17Se?), /-70/-,-1/ ✓-=� �° PHONE: 3 6) ' 93?F- /e 7/ EMArL:l4A&/e/ /J2‘g /. SIGNED BY: TITLE: iit fZ-7V—%,/'e)d B E FAILURE TO COMPLETE SIGN. AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. Page 2 of 38 Certifications Legal Name of Fhru: ,W/41 JV4/ /i/, J/.i Entity Type: Partnership, Sole Proprietorship, Corporation, etc. L/AR/c//--y CC7/7/411A1i Year Established: Office Location: City of Miami, Miami -Dade County, or Other C'/7v 12 Occupational License Number: Occupational License Issuing Agency: Occupational License Expiration Date: © �' O-- 2[)/. Will Subcontractor(s) be used? (Yes or No) Page 3 of 38 Line:1 Description: Disregard this line item. Please refer to Section 4.1. Submission Requirements Category: 95883-00 Unit of Measure: Dollar Unit Price: $ Number of Units: 1 Total: $ Page 4 of 38 CITY OF MIAMI LOCAL OFFICE CERTIFICATION (City Code, Chapter 18, Article III, Section 18-73) Solicitation. Type and Number; .36g31£ (i,e.IFQ/IFB/RFP/RFQ/RFLINo. 123456) Solicitation Title: t- s-7.- A/,fr /jf/2, 1 (Bidder/Proposer) hereby certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. Local office means a business within the city which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue; far purposes of this section, "staffed" shall mean verifiable, full-time, .on -site employment at the local office for a rnitiin,irm of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date bids or proposals were received, and be available for review and approval by the chief procurement officer or its designee; for recently -executed leases that have been in effect for any period less than the twelve (12) months immediately preceding the date bids or proposals were received, a prior fully -executed lease within the corporate limits of the city that documents, in writing, continuous business residence within the corporate limits of the city for a term of no less than the twelve (12) months immediately preceding the date bids or proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the chief procurement officer or its designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the.chief procurement officer or its designee; (3) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami - Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date bids or proposals were received for the purchase or contract at issue, any license or certificate of competency and certificate .of use required by either the city or Miami -Dade County that authorizes the performance of said business .operations; and (5) Has certified in writing its compliance with the foregoing at the. time of submitting its bid or proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is. borne by the business applicant submitting a bid or proposal. 1 FORM -City of Miami Local Office Certification 7/22/2013 PLEASE PROVIDE TITE FOLLOWING INFORMATION: Bidder/Proposer Local Office Address: 6155f? /,/E-- //Airy #�..Jd d Does Bidder/Proposer conduct verifiable, full- time, on -site . employment at the local office for a minimum of forty (40) hours per calendar week? YES 7- NO II U If Bidder/Proposer's Local Office tenancy is pursuant to a lease, has Bidder/Proposer enclosed a copy of the lease?— YES — —� NO V N/A Has Bidder/Proposer enclosed a copy of the Business Tax Receipt (BTR) issued by the City of Miami and Miami -Dade County? City of Miami: Cite Exemption: ri YES r NO Exempt • Miami -Dade County: Cite Exemption: I 'YES l n I NO f Exempt Has BidderlProposer enclosed a copy of the • license, certificate of competency and certificate of use that authorizes the perfo niance of Bidder/Proposer's business operations'? YES• NO —1 Bidder/Proposer's signature below certifies compliance with the Local Office requirements stated under Chapter 18/Article III, Section 18-73, of the Code of the City of Miami, Florida, as amended. A<A' I � : idder/Proposer Authorized Representative) Si 2 IORM-City of Mlaml Local Office Certification 7/22/2013 Date J . /`- 2)/? 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H alder finge_ rolyoth any goxernmental or "loVolgrnmentalfeNjatory I ayte'priiijm quiremaitsvaiTalt-tppfte the bus. 414i0AW"-4 , A...„..,.. tr, ,-,-q----,.-- 114 tode Sec'e *---TUR RECEIPT NO above 40 commercial -276 dad" 1 FoArt-ItildlormatiorbVis , lintisp_eyamt4p , ,PAreirantrto4 :nun telaT ftu rark*ri- va 4 • PAYMENTift4pEIVER 4-13Y TAXICQUECTOA 45 oorfifiv2,:ii PU05:41 3-001,726 Business Tax. The rig. pt is not &Tam derm steorriplyi+vith any gagirnmriseen'tal or et ode Sec276 Zor,mioteinformatiorrilneit www.miamidade:°0w1mdiilleC"MmA NE- ss„pAYMENliiR,ESEIVE,p, TAX,c_p4ECTOR $1 50.00A7/17/2„) 3 FPPUO5 .3-00176 e-pt is not itlicens -- 7. This Cacal BusmessTax Receiptre p m14Ar a certaic oh of the hld - nmentalTegulatorylaws The RECEIP NO abovemu Fore Inn trf ,4mformatiositwww.miamidade q v/taxcdll mess==: :PAYMENTRECEIVED =BY TAXOLLECTO.f, `r60.0007J17/2A T3 51 FPPU03-001726 y confirms oRymentMthe Local Business Tax. The Receipt is not tileense, rs qualificatipns to do husiness. Hoidermust comptyiv;th any governmental or d requirements which applyto the business ie displayed on all commercial vehiches 7Vhami_ Dade Gode Sec Ha 21fi 2012-2013 LOCAL BUSINESS TAX RECEIPT VILLAGE OF PINECREST, FLORIDA 12645 PINECREST PARKWAY PINECREST, FLORIDA FOR THE PERIOD COMMENCING OCTOBER 1, 2012 AND ENDING SEPTEMBER 30, 2013 FOR THE FOLLOWING BUSINESS: BUSINESS PROF SRVC 10 TO 24 EMPLOYEES WLS LC 9655 S DIXIE HWY, STE 300 PINECREST, FL 33156 www. pinecrest-fl.gov No: LBT2013-00341 License Fee: $206.25 D/B/A: NIA MIAMI Village Officer 2012-2013 LOCAL BUSINESS TAX RECEIPT VILLAGE OF PINECREST, FLORIDA 12645 PINECREST PARKWAY PINECREST, FLORIDA FOR THE PERIOD COMMENCING OCTOBER I, 2012 AND ENDING SEPTEMBER 30, 2013 FOR THE FOLLOWING BUSINESS: BUSINESS PROF SRVC 10 TO 24 EMPLOYEES WLS LC 9655 S DLXIE HWY, STE 300 PINECREST, FL 33156 No: LBT2013-00341 License Fee: $206.25 D/B/A: NIA MIAMI - - Village Officer • www.pinecrest-fl.gov FOR THE PERIOD COMMENCING OCTOBER 1, 2012 AND ENDING SEPTEMBER 30, 2013 FORME FOLLOWING BUSINESS: BUSINESS PROF SRVC INDIVIDUAL LARKIN JEREMY S 9655 S DIXIE HWY, STE 200 PINECREST, FL 33156 2012-2013 LOCAL BUSINESS TAX RECEIPT VILLAGE OF PINECREST, FLORIDA 12645 PINECREST PARKWAY PINECREST, FLORIDA No: LBT2013-00450 License Fee: $97.50 D/B/A: NAI MIAMI www.pinecrest-fl.gov Villogc Olrmcr September 13, 2013 Ms. Maritza Suarez, CPPB, FCPA Procurement Supervisor City of Miami Purchasing Department 444 SW 2nd Avenue Miami, FL 33130 Re: RFP 369316 Dear Ms, Suarez, Per your email dated September 11, 2013, below is our response to Section 2.6, MINIMIMUM QUALIFICATIONS. Section G. Shall have never filed for bankruptcy, be in sound financial condition, have no record of civil litigation or pending lawsuits involving criminal activities of a moral turpitude, and shall not have conflicts of interest with the City. NAI Miami Response: NAI Miami has never filed for bankruptcy, is in sound financial condition, has no record of civil litigation or pending lawsuits involving criminal activities of a moral turpitude, and does not know of any conflicts of interest with the City. NAI Miami occasionally has sued a client or former client to collect a debt owed to the firm when all other means and avenues to collection have been exhausted. Section H. Shall not have a member, officer, or stockholder who is in arrears or in default of any debt or contract involving the City, is a defaulter or surety upon any obligation to the City, and/or has failed to perform faithfully any contract with the City. NAI Miami Response: NAI Miami does not have a member, officer, or stockholder who is in arrears or in default of any debt or contract involving the City, is a defaulter or °surety upon any obligation to the City, and/or has failed to perform faithfully any contract with -the City. Sincerely, Lisa A. Tenn Commercial Associate Cc: Jeremy S. Larkin, President 05 938 4000 Miami, Florida 33126 may, Suite 30 9655 South Dixie H RecHest for Proposa Brokerage Services 9655 South Dixie Hwy Suite 300 Miami, Florida +1 305 938 4000 naimiami.com Lic, Real Estate Broker Tabb of Contents ectiora • xecutives Sut r is ection._ rganiza ona c�tfofl fe 'el I 1 agrBement between ihave'contrib-uted funds .ani ysr_ :at4'the,fequest;of:the:-Miarni Parkin isfaurarttsand retailers. in; place by,Opening l s an' inflate in -early 411 yvith the full kno_wledc engages NAUMiamfinthe future.- • kl evv P larI its Bahpark= lcr}(`� i,t t _* eKfour 1(4 i rkii ce„` as' o sfi icted o }ti?e historic bal)` " 'of-Miarrii, lvlis r i-.D ave a vestE Cnter sr _ i41?MiamPs f:approach to= leasing=the retail space mill be c takeli©Jders iby_creating tsynergies -allowing fort axirni rn pro Ve will`Nork closely _with the 1Nliami IVlarl nsa to :ere -ate,: nvjronment for the stakeholders and their res receive tenants i our approach, we created::"The Ballpark- Entertainment a "es:that the_Tistrict" *Abe catalyst, for: futura.ex parasi nrriediate'area:. ur'goaleNvere- matched lip :with tie Gity of reate; a-'dlynarnic, and,- interesting „ei virot n n re-game.and •post -game experience with ThE resent ta}flav'or of thte metropolitan; �F�ah rovide ;additional-refail, `restaurant: eighi�orliood ;and ahe sir""roiillclirig'sr lealtl •District, the BiscayneCorriic oc rtl tr n ubbec[ BcpL'Miami in :the ;, f t tefs {arid``growth .of the - jfiia"rkettothe ballpark attendees : enertainment'suppor`t to the boit7oodssincluding; but not i Hilted to, _the i&i`vntoWn iami; Brickell; -Coconut:Grove' a • j � J43*- ��!- «�7 %r asse s U % u%�s&0 0o A TT&aIsa ans t r fet &k z 7 ti 1'Ct'; t PJ1 eery 1Qucn J{3}Xlt= __ t 2r`x' u >s gni ent r is # at dy_ ri ` d trailed _ ;ro,___ Srfl ect'= imelM1in uThnin k rlal1etho 05 r ato.-? =,cress-=cnmr, a eare inerra sac -r "nr4r'g::':;inti�rc!4f-zmaen-P_c ab a team' i dle + it cfre s< t mjeo1 youth Florida business-Journal p"Commercialy'Real Estate Brokerages s -awar sr -,Curren redevelorirfi ieriorresu managing,,the :Overtax n ie Southeastr.Overtown- v4 }tespizli3 Creat>of j#aria_ real estate" brokerage :us►r esses _with .;multiple offices: _- Resposik>tifes>==included _',,client Bevel©pme u Clot,: developm produent, t egofafions'ofje tiori;''iurchase'and ::sale trarisactrdns. Uponclient's request - - and' after`t.contrad nr-= g for _ purchase, analyze, -,::underwrite '-`and prepare.iff det w t r` g report...;_ ; - _ - ortgage ,Brok esponsib`llities' developmel t, pros adrj-i.Clistra_ign mortgagee_ brokera dent fk flora df identifya ;reco` :r practical °a feasibility_u 'capital and: - ne transaction. with -and�o gbh restrt bti `rah :.date rrrii n roc ei-Ue=ariri -a h_ d sav[sr'conceOis to` rnaxi'rrilze„ar. vestment cient'if Y�g . ii P" ract ca'[y an � 9 r_ d financial easibilaty °of. potential, p taf s 'expehdit'ures #lens_ act o-rik'-'preparing and r'evie, Ving :cash: forecasts, to eferiine._F=. viability. arid` =timing of. dash = >expeniiures; and =distributions =Nand, reviewing roperty performance m arket :conditiions: .^"__�_' 1rkn ouracedad:sres�deriOQ cifll;ivlia�itt:: P_ ow r _ 2a.: vii italssine ='Unc�er;sence'rsontio .; e1 t a es_a erri"at TiesIn Miami=Dadeasedcrfa� `a`eoa' s lea ''s" re per Ese19Q qar3dlo cfpia e = onsult `ard exV' er# 1tnr s seivje enan epr�;ser�1 ropetv"'€ rye cityr.yuarr3i`tt�i,Ntiar� aret=tie=Miarrii larkiig Auhrty=ctimertedaite a7ketii c to eci r in eves#=on`�easin .t ie`re ail ba s t i e Ball `arks`M ter#a�nmei -:District it o = _ � Y r eiits: In `concert"�ivith' the -marketin f(�f/Jr." ;Larkin jy�yr c ed'=fhe Miar `r ryaraii `-` _''Y� •' 'z5 r Tati shi s ratios to the Ball arks tenant`'-ai a ' nrit +the tearti in an effort 4o'e ficient(ntana - e tf to int .gists f he 4Gif` of Mi m == llrian M mPariri A;uthorif he� Miarrii_�Vl°� r]irs. s© is ar ,s50= fin: `re a"rfi -ail mar e era" `_; is eria_1s F3�lori" ivif IA1 l ai S►s;marke i esvie ypress Wood riiversO-] ySh hopes -of i e-$. airy C ribi?eaT Island Shops,_ `Oak=Avenue P1a7a Sh©ppes :of Oid Cutler vio isl = r atilers fNA _1Vlia ire `= I erel D ing Sf ateslGVS_ °i toadi id000dle/ZanyB`ainy Hemisp ere Bank/Republic Hank. ° _ 3 87:3: _ ` 1 380 0aaµ:. >saka �3apar ese`Seafood;8uffe_ts' _ 1=2?l64 1 864 £�0 =halm Bacl Golf Oiter- _ _ =0 =m to n='7==_: PQpeyes h16 Cn iResta(ran _- ---ke - - t;,ll�iarrii. :The.Christmas Palace_ - . _ ; j:5 OT Y = 954,1Ofl' 89.5,000,1 Harbor;i-reight=Tools, = .:: { 1; ; 8O _ =_351 64-3 _ 0.750,00,'00' '_BP Retail =Ga8 Fy Si acilitte0300 Err)power: _.Oceanview.:Shades`and, Drapery; ' n Y ` 1 5. 52, _ = _ . 271 305 - 5trarids air-Desi` Po110 ,Tro ` ical O erationsj' aa - - - STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION Q ; , f DMSION OF REAL ESTATE fi Mamma mma LJ LS }- TheBROKER below IS LICENSED Qr.r n'• Undersht Provlalons of Chaplet 47$ FS. Expicellon daft: AIAR 31, 2015 AARWN IEREMY STUART :..,'"'-xW. ;MIAAaI.'i,, ;F1.33,'i36�'Z'„ ,14..-;.:.j t�•.s:.,rv`""'.; ;•: :=:'`"'�".5:: �• ' '�:':''ti. a• RICK SCDTY :seam =Yam SWF Ltea217Cen412Z KEN LAWSON GOVERNOR DISPLAY AS REQUIRED EYUAW SECRETARY _ �t w_��;J_ _ _ _ _ _ ;___ __ _ ___: - c.'F=vim - _ G.tie.ri = _ - - - - - : = _ = -, .J ' STATE OF FLORIDA _; -'- V i :-:.r.,t-.n v..,-s:-,..i-.-:.ni,-•�%.,.,r_ iiW�i�.. --- - ....ram_ [...-r-?-n. .v=. .va-,". -... rc_ DEPARTMENT OF BUSINESS AND PROFESSIONALREGUI.ATIDN DIVISION OF REAL ESTATE : Fs " 1d009291 _ The CORPORATION Named beww HAS REGISTERED • , Under the provisions ofChapter 47$FS. EXpirsfion•dnle: SEP 30,2415 MLS.LC .N,W;. ^ . ..+'� 'NATMIAMI,COEAN,ERCG.d R�A1-FSTATE.,SERWCES,+j,4ORLD1+iDE . - A655SOUritaXle'41ONWAY soim'SCP-'`; '+.?, ."•'ss•." .IAWMt:;s'.',: :F03156-- • i_"..'+,ti'+:'\''-:� . Minna RICK SCOTT ,•�,. t55<.7D. •O?NGi1413 SECS L7307t000o0AM KEN LAWSON CSOVEIVOR DISPLAY.. S REQUIRED SY LAW SECRETARY = = '_,_ '- „ _.- _'- .- .,, -"': -.,.. .STATEOFFLORIDA_ _Lro,;.. . .....--:x�_ ,.,7_'.6.:._ DEPARTMENT OFEUSINESS AND PROFESSIONALREGULATION Q • © •OMSION OF REAL ESTATE ':E; K-- cam. t'w ; t-: - - Tee ERONEFL 's r Named tetra ISUCEISEO 0,�,-1 +�•o' Under the provIf ore of CbSs er475 FS, Expritiort date: MJ�R31.241$ tARK1N JefimrSTo_. _ ._ "^�., '' • ,. . "f3 RICK SCOTT �.-- inti O: e7117,2tea SE09 L13an1Meetti KENIAWSON GCNERNOR =PLAYA$ R,ECUIRED SY LAW SECRETARY = ( - " AC#5938847 . STATEOFFFLORJDA DEPARTMENT OF $X-rXSis2Oa_'AHD_RDFFSSTORAS REGULATIO • ESTATE, SEO#Li2axac6T.3fi • LSCENSB-'2'ER 01113`8R0' /O6%2012 024COISOBE92 6..`.:�' Ati 1 The .CORPORATION ' : ' •' -' >.-.a.-.� } Named .below FAAS REGISTTR34" ,^- 'a- Dadez the , rov}sSpn. Q3 •Chaptw �,fs ^ Expiration date? HAS 31, 2019 ;F=- �--•-�'=� , ...7DALYN READ= CDRP 9E55 S DP ¢E EffY • 200 • . •• w MARX • - '.FL 33156ti J RICK SCOTT • NEN DAWSON SECRETARY GOVERNOR DISPLAY AS RFQUIREO SY LAW AC# 622102,3 STATE ETFFLO,.IDA • PEPARTNENT'O,F EMI-NESS,AND PROFESSIONAL'REGULLTZOA • .DZVZS•I4N Oki REAL .EST,2T8 *• L• SEW L1Z[Moon tl] LICENSE HERy..r`.'.uiS;c - 07/20/2012 126013396 2,56d139.T, •_..-'- E-uF::s ��x i SW:S:5 93d iSSOCFATE '•''-' „ ' - ,¢y- �•`,-� - `. , �,t=:��Y 24mtd'rtieloiV'roTs LICENSED' Under the'psovieihns oF-Chapte"r, Expiration date: SEP .30, 2014; 'N"✓-_,,,, :,__, DISPIAY AS REQUIRED BY LA EEECCRST N tnc� inclucif as:bean providing`: easin :; togas akS Piaza; _a"165 000-square=feet a Winn I Xie Aric - Prado hopping`Center; a 5Q00 square foot'slho Jy ng )fle_and Red'LQ sfer: The`center islocated<across_from_ rfs:p: s. _ Tofal lei ices; ;enter",- a CO: Op-: quarefoot=shoo ing ~center enants include Tota10ine=CVS• Drug -Stores and :Region:Bank`tY 1'Jenorest Village Ge nterr a-=28OQ0 square footish613p C}g=CE itta Wderica,`Av :Des Ar iericas ;ZOO; Block 0 < 010 to;2=12 --- 10 de Janeiro; BJ CEP,2264fl -400 ►:, _ _ '(212),'_2.132 `721 _ _= _ :: oderc@attglobal.net- AI`Miami has been providing:leasing;-!Rana ger E rztne"pasf 5:years:;-Current'assgnments nclucie en an mino°i = g arq, 09, ;i ed tt e:par#cir%g> ara sq araoot 1aixed ise rk is a VIO: Liar_"e po%° i5;C se par in g r g - d 6;806 squaref; 2544 square bot retail shoppini a �3;060 squarejdatjeetail sho t 40 NW 3rd Street Suite 1103 Miami, Florida 33128 Phone (305) 373-6789 Fax (305) 371-9451 www.miamiparking.com July 14, 2011 To whom it may concern: In 2006, the Miami Parking Authority opted to look for an expert in the commercial and real estate arena in order to fill the vacant retail and office space at several of our facilities, NAI Miami Commercial Real Estate Services, Worldwide was selected to provide us with the expertise that we desired, Since then, theyhave provided us with the leasing, management, sales and consulting services for all our office and retail properties. MPA's facilities have several unique and difficult issues to overcome due to their location and design. As our management and leasing agent, NAI Miami has not only assisted in identifying potential operational issues caused by a facility's design, but has also been essential during the construction process in identifying any field conditions which may lead to operational problems and in turn diminish a projects marketability Their marketing abilities and communication are exceptional and have exceeded our expectations. Accomplishments to date are as follows: 1 Leasing Allapattah Plaza to 100% occupancy which will now generate over $250,000 annually in additional revenue. 2 Taking over the Oak Avenue Garage Master Lease and renegotiating the existing tenant leases creating a revenue stream which had evaporated when the master tenant defaulted on the payments. 3. Selling and/or leasing the top floor of the Courthouse Center facility and in the process of selling and/or leasing the remainder of the project during one of the most significant economic downturns in our country's history We will continue to work closely with NAI Miami in order to maximize the marketability of our existing vacant spaces and future development projects. Sincerely, ejan( ra Argudin Chief Development Officer 0® FSC Mixed Sources CMm.9`M0C4841D7 mailman 01996 rarest5&vatlalp Cowl From: chad.horton@autozone.com[mailto:chad.horton@autozone.com] Sent: Thursday, April 01, 2010 11:32 AM To: Josh Rodstein Subject: Thank You NAI Miami Josh, I really appreciate all the hard work you and your team at NAI have done to help us find profitable new store locations in South Florida. Historically, this has been a very difficult market for AutoZone to penetrate and with your help we have been able to approve and open more stores in the past two years than we did in the previous 8 years combined. The follow through work that your team does to not only get sites approved, but also contract, permit and open new locations also allows us to maximize production and separate you from the rest of the pack. Thank you, and I look forward to a long and productive relationship opening AutoZone's across South Florida. Chad Horton Real Estate Zone Manager AutoZone, Inc. Direct Dial 901-495-8753 Fax 901-495-8300 repre 1911 for offce`s%rs r } r sact Q ,61 l}it7liari;Eleana is :res ssistin`g local suffice`- d hoc basis, sgph as .ssistir g n t e wore search; and an iysi i rr attin,g and',prociL 1rgsOra#a %gars: reaspt exp er afff eprese ,,a exj5erence niCj , C3ego' reciuirerr�e 4i 04r} enecl ,w tY n"Dre a itena@ S;-, `a # e; r i aid"y sii f Ot't . ave suffered _significant ��- itfalla The ( far i ai=season 4J rev, Ballpar :a s : ` Ri ._:_ k �lrasticaily .; cud=��ayroll���os�s �tftstnani s� j'orafee'�n-;waft `ark =__Deals That "Were an - :lace: irii-udec tonai�c [ra nd i larto':s-Pizza:===Tlie =deals fizzlea-`on do ca"`nin tip - q:>•ft='sps�rts=t?ar is=iOC-ated -- � , - } j , is _io10atecl .near ;C ti Fields tythe i`lev� i`o ::�viefs: 8 i1' ark try`; ei+ia , a tuna; a_ �t p.:,R ora-_ vch�- `restairan urarts =a,e tebhnBiteire-�"i- a- ge,�l `oar Ci ara es,-_ ieV iatrli "ivtarli s waive 43s=lease. - - - - - - -- - - -- - - a u��i�es� - �ft..�ri I Miami'sappro_ac #i ::leasingthe'retafl spacav+tiif-be seating Syl ergie al ovvjng for,-itiaxmi7miprof itabilif ` ivil) _work'closely = - tfle stakeholders ap°, e iami Nlar �r— to.createa-_co m eir. respective enants: stakeholders environrnenyt our;:fapproacti, in ;=coupe"ration: w h= Ttie";C t `; of .Miami;-_ t Marra Mire'it: skin Au_ tli iad °Tfi e- Miami=Ma'rlin5-;` we ;created;_"Ttie 'Bail ark=Ente"stair me=Distrii✓t:rs:tiiabbed BE , _ o., es'"=that=:the istrict"= will •be -the -cat l y._� _ _ - - rs _ = __-- >,P-; a ystfflr`futdre'-eXparrsit�r�;-of~r`etaly�=hotels ,arid ;growtti of iik,„1 it on l r E ie surrounding _wiltow i o m i uvifesay:e=rvided riisirig our ersons of prospects and prospect i ix aril to !oar-tot-0 plifion 1park,sporisors aid exisirg s��`i7�,�(DI1S1. Sf;ar� a="*flvN - - - - - m t s:<'13ar== ly :�a��an���d`ai:�"'�t�� or�l�7r.�"� - ��el� �f•: ni�'�`_` . n` - - - - -�5�. �-�.,- _�_ ;s✓�tE" „ F_Jr#rsx=ter` --- 9� --� c?��u���r}g��#�e=��te vlsfart�t �re�sea���tn�jt�i�� i��`r�ieciiat�=rfJ;�rk .e ec#et si#es xT - ie...re e0_ _ - c �- :fT-t3rcd"�, r`?r�roa _,tl•K i'__`'''�____���_t5.�,. `_�_f--�`_-�_ �' }?aMa».-' �_il;:�e..�;= �_E.���_` Ee-�cr-,_t�_Y���da�-:-�c�to%icj-tri��e`�-s- ureo`e`t��8��p,ra1 sfe`ia�aa-Yfrske�rainra�vauc- 11�p�tletge��r�'=ere=arhtielrr-_-e�1- ?�=•i3_s��e'`E.ae s©�st-i� fl��� x af_•`_3' g�;r r.'-ad- a� �t�g- =orat� r 10 rafi�i�.- ndtcain- =ns-vre ntao- eg� re=✓oe_ JAoi ac ni acaoa;eaisrcleera-zbxbee111 (ikr - - - sed= n f3ese = ecfions `c ar.;'v_ redo nrnende eraiiint;:rres irart- arid` mail :-usesivhich`= ar 4= n dia aAiffatihdirig-"areas.=.but;--ejIl�, �l Le VJS1tS eopw-riiell#work ri"cr-1ao_ nse a3=E�<fA;t-he. to: ?r_ide'repors - _Ut 0nthys Lrc1M fo:include;names, addresses srjd registrations from rrokerss °r AI {Miar hill h�niork closet ' vi%ith=the Mia'irii - - _ ,Y (vlar�ins.fo�acliEeve:il�e :between: vendor`"s:inside and outside the-Ballparkwith special attes t contrac ual',ofjligations`'arjd exclusions. I Mia_ mi will .Workt1osef 'with rMiami PParking Authority, to'kee 'c 1JuildiClgs,and their cord ~ on _ p =NA1.=Miami will work:inthefbest_interest of the residents:of=th it allpar}t's ;stakeholders, to achieve the cles_irab1e image for the highest{ nteg`rity_and rofess otialisrti, ard delive :c:=tearmtsia-e si al .ce- =e ornmon A Above-staftdar #i~rantimprovement"aflowances g - `Pl�ystcal obs a [es:bf co mpleting ;tenantbuild-outs 'lyscal :Assesez% acid :Expected Costs =to IDe1y Vhilst under: construction, wewalked through'Tf�e Marlins Bal entort �rprojeot=tnanage'r= xpectat onrip hoW:t}je spaces lniill be,firiisfiecl:for delivery, tl3e s -^ hos .facili%taxable_or exemjit tstcoyered nder-i he munic pal.trist orris ait tenance �.Fixed-amount=(suggested) c aids #or delivery* - letermine the cujrernf:phjiscal. or icall_ -when etailers'and restauarits °areeasin" in n]e'w pace will be .delivered tothem-to` f nish t'fo'r h eir`"specifc' need ferted-to-:iri the( industr gas a --_Vanilla Bell The icaldetails;of --- _= -- -_-_ _--- _ - -=�!p =.max Slieiljis enerall con'siderre - iti construction a g _ _Y ed adds ionalc t{ o abo_ e r3 - - lie g,sh a _: g ne al y he slab; =exterior walls; ,roof structures r ' ive th'e " wilding enants us wa- r- -- r - a on - l - ns t t pl w ter, sewer a d g s co neot on a�. "ttey3faave an-:expectation_of 1iow:tfie ='common standard :of- xpectatio 'is' a n p n r Shell are attached°as, xhibit A_=T17i_s typ"ical'biailding 'si basrc'electric acid te(e' hone'rooms #o`.' e of the building or:adjacent ,_parKing_garage_ is: peingy uutY elo t e later• table, a_reintorcea; ,garage's structural elemen trr�iast lie used =Based on the'erigineer's st per square =foot just for #t e lai Isis= 0;00' - 25:00 `per square fo© rflyem e to tsat =die rokeij_o "';a : #ocl :arid e i�sesrn ; =:t =as : e mil iexe tea rota leres t onsitri: s f.= yat rter=-:-ei rat- - �._ evatvater":T`. caiissf�lide;ottairi' spa"rem t'evely' st© esr-fie'' ia3 se�v ce `' .t <�„. = - - - - - �P _-x 9 > - .�!,. �-r�,->- r1C C� 1 5 - r.. 12:`<;^= i:.x �e3,'f, Grange e ! fxene _ to es• le #r "ices# i _ ,... ,: p _ _-s1 on _ oe to Ube,: -uses fire, asses''-:, at cirkki rlarer-_ rioiirlts=of_wat -- - �r�-- ��� c -mac_ -- _ - - - - -- �-:;tt-�_- -- .,.�r�. c.?- �� ---- r,.�e_,:,a-srn.:-.,-" _<a�cta e era fr iar er,,, tints df;:Qi aste" wa - - q = - g titer T ical rises incTrac esarants r liarsia�ralc� s.f _ saner e `u e a ' er.'wafer si I :_lines far er Avq,ste �10: s r :..�.:��.q - .� - .,l?pY - ..�.-, g ,r��r�rea e�,;ay��/�:a�rt��j9r�<i��wioiragw�i-t # ttrar nd ars roil build u s"cost 25 00 17 00 r`er:s-=dare=foot a `ova= :0 tip q a anal a l?e�4i: F ssi tr � g €:sfandard>_al(o— ance'•' 50.00per_s uarafioo fQi sfir ate fl= 00 `' are fee-i aura"�s� `r4- - - _ � �.�` spa` - - - rah; � is eciai '_rises :'tt�e total cost�w'ill - -- p �y , lri rr o trei f i airic e f= yt d Venues _ landlort will fieriera11Y;pa _foiar�illa _S1e11ac< above atanc. ter,.. TliMgrioe #or craclity orthy restaurants aria _>jar -ter.der<. o_,aft`rac # era fc above,star oards lio vai c s=can take;various=forms including;redreed ase_ren _tor e ioc �a p e Foci.��if��i�is�r�=�iir�ct=�as' Vhen- direct cas7 vvtttil p interest 3aliparkPar kin feris:ari'iit _ k d deed expectat uarac ercel er ts'are_used; theawance llois;gei�erally-teca t►1 d-�x �n addition if is typ cal o-include a percei a e rent fai etail becau`se''tne ibase 'r'ent will -be set t=a'fow;leve] :event Will be.allow _the landlortho'" artici' a`le Kith er tl�eani ia1-leasa er `.i amortizing torflr� locations suclaaslie IVlarliris - ft cor i5e sate e-tenant fortaking .teat ii`ff e veltleir sales.levels" , served which:arepicajora=nail:isrs are are=natural gas-hes which terminate adjacec t�to'}i✓ab rii t'ariy gas user,, easily route a g`as"Brie to tf eir3un1t fo ere are �rifo;an AO-terlinp- ri meth felt' Benin run overhead tr-fp_1 eirstoresz 110;103e uiiBrittfs'leadir- ar d nt ;eakB c rve uia=eridiitsa#fac e astfetcallr pieast d cease=. rS sling e r E y + esta avant an i tal cease,[use an`sacedes jr��is=:cari ia'�oric�i�# '_ark s - 1 aatr i �s es to visit a stadrum retailer'4Pdisriot ay;'v ill: h yN e = eY iit ee( i3 "ark ara e? -lf nat,-hov 'ii�iill phis; tie# f pl?ys cal=clesigh issues vvliick, =itiill:.lead to f g ter egst for t e1y=t3or_op by=the laridlor"d through absorbthOl costs= r r :t o=_assumedditionaI design issues will occur* -we cor sir deg q worf gr and-c_ o_nstruction professionals: reate a iynerriic.and: nteresting `enviroriYr erit forthe;l?ai garxie experienceVwith1-11-6-kit:Ot=to extend their visit -oo_I resent a flavor`of thee_nietropolitan Miaia i rriarhetlo the ;1= t?rovicie adeiciitio AITetai rro andin,g ` ighborhood in l' 1iar�i;--Brickell, .Coco restaurant ehtettAlOtrie includin:Arnited` c ut �roveaidGor�al'Gak�e :o: env 2ir-tr areas roils ,vRar E n 1af fe'alans-- 401 e € Mrs rreSfaUrant 6 d tE 3rfpl Siu :raffially xprasa 1 eir effected tf e e off8-Oa's citylnlGt ica o #h sty c [fey d d i of lievve i e, rati©riw o f aurah 'ai i; etail- ses.ViaT6' orb-aetec % eedez - o =pro stab e 6 day _rnx -x_ 6 ai d106 ac i ties T:Aptly r ryam: l gated-website tort arketing;the refall=sj e= ca + vas ;create_d to provcle'prospects' al�he neeasar ,rocnureraphic:_ () parking,garages;retail"opportunitiens o the vebsite to; all pertineritwebsites;; +ii <fr'oke a p:ensure Periodica tmiAftdprrovides`serv'ices on a'a fig! Global _platform,'work with eac �fae-f�P1iobal platform ciurrentl eaf `esiafe: `roker ._ hick can`'.be`rE _ ris ail appropriate:-ei ocate_e n for opt r alvisi 1jaI b sis: hroii' h`its_affii a or viitfi it0- kcal _=Alf,Officps"on the oilier, OAa$1st;our:elie fsrto stra#eg cafly=optimize<tfieir:assets; aps> 5:countries, vvit 3 offices` ndioveri-5 000'commercial cued±throe` h o;ui .i. t rna( = ropnetar " e-mail network.-' Lotaila romp:bona ►nailersOesned „NI tli;;s 01tht _ificle rfornra ioi - drial ropecstocontact bib -Ref �eitikorat"t� e>a.v�t«jorn ivs esfiord-hail tlisiribut on_fo --_rros `ects nd o f er roker an r es' on oposedise Inc! site Jocation of>restaurantlretail, pros sc k:SVIO of lfrnmatio0 ofany prospective: use that ,to t NAI;=�ive've.built_rnucf _fir bre,#liar a -rework of=iani atc ez -oflaborative r rocess-drniveenterprise_ to assure tt_ie•highest ouch poirif 1=ach:=a si' n ierit's initiated:with =a detailed4 cey=i iilestones;and success__ factors;; We:then_em to : c�t�r; -_rc sterri;;REALTracT"^ Online; to. rriariage:eacf ''project lundreds cf projects,`locally and lobalth equaletfderic a'tus' f eachongoing•projec=empowely>wi f- rsyour cleeiston Thakir EALTracT"'r`Oril rie NAI,;Glot a7': timizes ;eve 'iy NAl Client's abili`i tabl s i tii iel rfes, ar d complet o 5rcise 'portfolio."management=ar Ufa#e-ssolutiois:provicler torcrea Market nowledge;) give°ve Guilt a F oiisistency-and rt ualit i at_every ' } Ya d project_.. timeline, outlining ` y online transaction management ius `enabling our-iearrj to=l iandle ransparency` Knowing tle'"eacf t�ieve`superior results ;transaction saricl pariolio'rraiiagei�erif."s;`ie hies., track �nd�viduat rojectsctatas}maintai flies loy; lease to iministrationL app1 t ons s anc ;develop'.; �ijeir: eraf re . ear4artt it fegratecl invenior eatabl { flc sse " rove--O of NAl` to a _ ,ie is nl y Ourri [E LTr c ?;bii powers every NAi global clientto;gainfull ar d e r ct%ti ass 11 k x cjuisite;sfeps iri rrtakir g fully: informed rea >es at ,d i ci fet . e iy ,ju udgets;:.creating -a _team defihir g;goa1 C ecklis szan ifesfones;= establishing=tern plates'' ssi nin an r leaseexect tioi T .entire team ay effectively:a► d efficien t art ectivit} isrrt anagerf ernt=tool�greatly reduces -the timezreq cl eoaeclencies _. F <M t fs'as-easy as'yiew ng a";wel7page The effart[ess= pc ore ,ery NP,I, Clieht and :their.estabIiisfied ±earn% em `envi-onmp tt as simple to { I -� T i l t quafitjr-,collater i teriafi tricl d resentatton` ackages arid' aferia[ flerarkeirt?tecs=as are deems ot[ices in dwide an`d :o5tar-,- a pro net National,Mlultip :Retail Lease=Tr wwvv:ccm jcon Craigs,Ls't = " ;Linkedlri= I -ace w ww.sior ra ouse-marketin- s `ecialists'� ro- mp gp p web desi lri .brobh_ dares ,floor Sorts: e-mail blasts ress'releases roc -6ssignment -To_create1hese uality -graphic:programs _to - iricl �c]e Acrobat::; r d'Microsoft"Stilts.-:Th dal; "vve have exclusive glob:al connective one "keystroke risoling,us-,to,reac pc ©teach of our broker-resourcesir ac t ies -to ;the=followin'g -portals `to ;andrpYs v �r��leri I f c*A;E. "1-11Z. _*ix)*, or earls cafe �_- efiCe(cillattiiwl�s ` eta a= ees�=e�s en wa ategorj e edrned in jull at -lease execUtiQnvat {d S aII e paj/s le as follows; e:full;exec 'tiob i e esrliers flerje uled Pent paym ri Itajg ed 4\4*etin er4'1)arfCe#ilk ` o tS ©:=ip1 1uC E, ,yei` is1l '= Os s tr3Vel & enses tr Otiler,COsts 9 - - - � �- � _,.- _ .!?,. - - Wilk Vie` aic: e-=Cif `ot Iliarrmi: Bascl `on `relirriir�a'- -.Y., _ � .��ud��"e�s�;tle=adverfisi�n costs-will'rarj `efror,��75�000; o: - - - - c s of 50 �00(3�cle �erid�r�" arrt = ��fre =�e°- � - - -p. _ , g _ �z�. ,,qua n�,`�size.�and erietration�t>�e:Ci� .successful `conclusion of the.rdurrer�t� erfdir :tease = r : _ - - - - - . ;.��!r1?_ g peposa7s.-NAI�Miari�i �vv�ll�as��s#��tl�e';CitV�`' ord rattt al advertsin' S>a ri '� t er` ar g g yd . etirig costs as are `deemed required :oy Tl z,it`'`=of lViiarii !clan u ,tioii.,l�y ;cor,duitlea .fwses -so' E ar orri > of airiir%g one toilet- and r do=o h ected to the neoessar tstiagsar ins ='Flooring shall ~be; at e;ba..throom.:. . . . lesK L- _n p ace thin a` loca all be installed based on -one ursuant tothe !) ton-}�er eVej .;metal_grid t fight wure5 s1�a s aridard ';x'4' `f ,ures-w ti r lay -in acoust cal.tiles to the Tenant: e installed to meet_minimumruired co of oris=to tr e-systeriasl all be done=solely Nthe main stele et�nstalled: -�� �' wafer meter connection: Tenant shall .b i niater .meter, n1eterQon-nection s a ( ,n ln'=ground concrete box:will-be-provic