REQUEST FOR PROPOSALS (RFP # ) FOR A LEASE OF CITY OWNED RIVERFRONT PROPERTY LOCATED AT 236 AND 298 SW NORTH RIVER DRIVE MIAMI, FLORIDA 33130

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1 REQUEST FOR PROPOSALS (RFP # ) FOR A LEASE OF CITY OWNED RIVERFRONT PROPERTY LOCATED AT 236 AND 298 SW NORTH RIVER DRIVE MIAMI, FLORIDA RFP distributed by: CITY OF MIAMI Department of Real Estate and Asset Management PROPOSALS MUST BE RECEIVED NO LATER THAN 2:00 P.M. EASTERN STANDARD TIME, ON SEPTEMBER 14, 2015

2 DANIEL J. ALFONSO City Manager June 15, 2015 Ladies and Gentlemen: Thank you for your interest in leasing this City-owned, riverfront property located at 236 and 298 SW North River Drive, Miami, Florida ( Property ). The attached document is a Request for Proposals ("RFP") issued by the City of Miami ("City"), to solicit potential proposers ( Proposers ) interested in leasing the Property in a manner that is beneficial to the City and its residents. The RFP contains information regarding the Property, submission requirements, and selection procedures. Carefully review all enclosed documents. Proposals must comply with all submission requirements to be eligible for consideration. All information and materials submitted will be thoroughly analyzed and independently verified. Proposals must present a definitive build-out program, completion schedule, financial plan, and lease proposal responding to all requirements of the RFP to form the basis for selection by the City. Proposals must be delivered to the Office of the City Clerk (First Floor Counter), City Hall, 3500 Pan American Drive, Miami, Florida 33133, by 2:00 p.m., on September 14, Late or incomplete proposals will not be considered. A list of all Proposers will be made public the following day. The successful proposal will be subject to the requirements of the Charter and Code of the City. On behalf of the City of Miami Mayor and Commissioners, I welcome responsive proposals, which will realize the full potential of this prime real estate location. Daniel J. Alfonso City Manager 2

3 TABLE OF CONTENTS I. EXECUTIVE SUMMMARY II. III. IV. THE PROPERTY PROPOSAL REQUIREMENTS & FORMAT LEASE TERMS V. REGULATORY PROCESS VI. VII. RESPONSIVE/RESPONSIBLE PROPOSERS CONE OF SILENCE VIII. DEADLINE FOR RECEIPT OF INFORMATION / CLARIFICATION IX. RECEIPT OF RESPONSES X. REVIEW COMMITTEE AND SELECTION XI. XII. BACKGROUND CHECK/DISQUALIFICATION REFERENDUM APPENDICES APPENDIX I APPENDIX II APPENDIX III APPENDIX IV APPENDIX V SURVEY & LEGAL DESCRIPTION MIAMI 21 ZONING CODE: D3 WATERFRONT INDUSTRIAL DRAFT LEASE AGREEMENT RFP CHECKLIST PHASE I ENVIRONMENTAL SITE ASSESSMENT 3

4 EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F REGISTRATION FORM SUBMISSION EXHIBIT B1 RFP PROPOSAL SUBMISSION FORM EXHIBIT B2 LETTER OF COMMITMENT QUALIFICATIONS EXHIBIT C1 BUSINESS TEAM EXPERIENCE EXHIBIT C2 DEVELOPMENT TEAM EXPERIENCE EXHIBIT C3 ORGANIZATIONAL CHART ENTITY CERTIFICATE OF AUTHORITY DISCLOSURE/DISCLAIMER FORM CONSENT FORMS CITY CHARTER & CODE SELECTIONS CITY CHARTER SECTION 3 POWERS CITY CHARTER SECTION 29A CONTRACTS FOR REAL PROPERTY CITY CHARTER SECTION 29B CITY-OWNED PROPERTY SALE OR LEASE - GENERALLY CITY CODE SECTION CONE OF SILENCE CITY CODE SECTION CONFLICTS OF INTEREST CITY CODE SECTION 10-4 BUILDING PERMIT FEE SCHEDULE COUNTY CODE SECTION WORKS OF ART IN PUBLIC PLACES Please note the materials included as Exhibits and Appendices above are included for reference purposes only and interested proposers should not rely upon the same exclusively for information. 4

5 REQUEST FOR PROPOSALS RIVERFRONT PROPERTY (RFP # ) I. EXECUTIVE SUMMMARY Location: Opportunity: Property Size: Zoning: RFP Goals: Existing Improvements: Condition of Property: 236 and 298 SW North River Drive, Miami, Florida, as indicated in Appendix I. The City of Miami ( City ) is seeking responsive proposals from qualified proposers ( Proposers ) willing to plan, renovate, build-out, and manage a waterfront property in any manner allowed by the City of Miami Zoning Code, and paid for with Proposer s private funding. It is the City s intention to solicit competitive proposals for the use of this Property and enter into negotiations for a Lease Agreement ( Lease ). Approximately 31,918 sq. ft. of upland property D3 Waterfront Industrial District Zone. To attract a commercially and economically viable use(s) that are allowable under the Miami 21 Zoning Code and additionally promise to: 1) be economically remunerative; 2) generate fair market use fees for the City; and 3) contribute to the transformation of the Miami River into a vibrant riverfront commercial area. There is currently a structure on the property approximately 3,240 sq. ft. that may not be up to South Florida Building Code standards. The City recommends the demolition of the structure. In the event the Proposer wishes to utilize the structure, the same shall not be used without first being renovated. The Property and its improvements are offered "AS IS, WHERE IS" by the City. No representations or warranties whatsoever are made as to its condition, state or characteristics. EXPRESSED WARRANTIES AND IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE AND HABITABILITY ARE HEREBY DISCLAIMED. IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR SUITABILITY ARE HEREBY DISCLAIMED. No representation whatsoever is made as to any environmental or soil condition. 5

6 Taxes, Impositions: The Proposer selected ( Successful Proposer ) is responsible for all taxes and assessments due on the Property. The Successful Proposer will be required to pay for any survey(s), site plans and application fees required. The Successful Proposer shall be responsible for payment in lieu of taxes ( PILOT ) during the term of the Lease in the event the Property becomes exempt from ad valorem real estate taxes. Rent Requirements: RFP Responses shall include a Base Rent no less than One Hundred Ninety Five Thousand Five Hundred Dollars and 00/00 cents ($195,500.00) per year ( Minimum Base Rent ) and Proposers must propose a Percentage Rent of the Gross Revenues as defined in the Lease. Additionally, the Minimum Base Rent shall be adjusted on an annual basis by the greater of CPI or three percent (3%) escalator. In no event shall the Base Rent be increased by greater than five percent (5%). Term: Other Requirements: Grounds For Disqualification: One (1) thirty (30) year term, plus two (2) additional ten (10) year options to renew at the City s sole discretion. A security deposit in an amount equal to one year of the proposed base rent will be required from the Successful Proposer. In addition, the Successful Proposer will be required to provide insurance coverage, payment of rent, and other requirements, upon award of the RFP and for the execution of the Lease. Failure to meet the minimum RFP requirements will be grounds for disqualification. Additionally, no RFP responses will be accepted from individuals or entities who have, or whose principals have, past, present or pending litigation with the City or who have been disbarred or suspended from doing business with the City. Registration Fee: Only those Proposers who register can participate. For registration as an official Proposer and to receive a complete RFP package and RFP addenda, Proposer must submit a non-refundable fee of $150.00, in the form of a cashier s check, money order, or official bank check, made payable to the City of Miami together with the completed Registration Form and all other documents required by this RFP. 6

7 Earnest Money Deposit: Proposers shall provide an irrevocable/unconditional Letter of Credit or cashier s check, drawn on a financial institution authorized to do business in Florida, providing one hundred thousand and 00/100 dollars ($100,000.00) to be submitted together with the proposal. Once a Proposer has been chosen, the Earnest Money Deposit paid by the selected Proposer shall increase to an amount equal to ten percent (10%) of the estimated cost of construction prior to execution of the Lease. Security Deposit: Optional Pre-Proposal Submission Conference and Site Visit: The successful Proposer shall pay a security deposit equal to one hundred percent (100%) of the Proposer s annual Base Rent ( Security Deposit ). The City will conduct a one-time Pre-Proposal Submission Conference on June 30, The Pre-Proposal Submission Conference will take place at City Hall at a location that has yet to be determined. Following the Pre-Proposal Submission Conference, City staff will guide prospective Proposers on a one-time, site visit inspection of the Property. Attendance of the Pre-Proposal Submission Conference and site visit is optional; however, prospective Proposers are strongly advised to attend. Proposer Entity: At the time of submission of the RFP responses, the Proposer must be a business entity (i.e., Partnership, Limited Liability Company, Corporation etc.) authorized to do business in the State of Florida, Miami-Dade County and the City of Miami under the Proposer entity s legal name. Any person(s) included in Exhibit B1 ( RFP Proposal Submission Form ) may not be substituted or withdrawn from participation after the Submission Date unless the City Manager specifically authorizes in writing a request for substitution or withdrawal. 7

8 II. THE PROPERTY The property information in this RFP is believed to be correct, but is not warranted in any manner. Bidders should independently verify factual items they deem relevant prior to bidding. A. Boundaries & Existing Conditions The property contains two parcels. The first parcel is located at 236 SW North River Drive. This parcel contains a building approximately 3,240 sq. ft. in size constructed in 1939 and in poor condition. The second parcel is located at 298 SW North River Drive. The total site area is approximately 31,918 sq. ft. Both parcels ( Property ) are adjacent to each other, have frontage along the north bank of the Miami River, are bounded on the northeast by North River Drive, and are irregular in shape. The Property is currently occupied by Garcia Brother s Seafood, Inc., an at-will licensee under a revocable license agreement subject to cancellation by the City. The current uses include selling and processing seafood products and marine docking space. The Property, its improvements, and all furniture, fixtures and equipment, if applicable, are offered as is. No representations or warranties whatsoever are made as to its condition, state or characteristics by the City. Express warranties, implied warranties of fitness for a particular purpose or use and habitability are hereby disclaimed. B. Utilities Public utilities are available to the site and services are provided as follows: electricity is provided by Florida Power and Light, telephone services are provided by AT&T, and water and sewer services are provided by the Miami-Dade Water and Sewer Department. Successful Proposer shall install and pay, or cause to be paid, all proper charges for gas, electricity, light, heat, water and power, for telephone, protective and other communication services, and for all other public or private utility services, which shall be used, rendered or supplied upon or in connection with the Property and the improvements, or any part of it, at any time during the life of the Lease, and Successful Proposer shall comply with all contracts relating to any such services and will do all other things required for the maintenance and continuance of all services as are necessary for the proper maintenance and operation of the Property and improvements, if any. The Successful Proposer shall also at its sole expense procure any and all necessary permits, licenses or other authorization required for the lawful and proper installation and maintenance upon the Property of wires, pipes, conduits, tubes and other equipment for use in supplying any such utilities, services or substitutes to the Property. 8

9 C. Environmental Conditions The City is leasing the Property as is, where is without any representation regarding its environmental condition. Proposers will have an opportunity to inspect the Property at the Site Visit for due diligence inspections and prior to taking possession. The City shall provide a Phase I Environmental Site Assessment (see report in Appendix V). However, Proposers may perform their own due diligence inspections, including environmental site assessments, sampling and testing of the soils, sediments and groundwater, subject to such conditions and limitations as the City Manager may impose, including without limitation, requirements for supervision by the City, indemnification of the City, disposition of reports and execution of any legal documents, as the City Attorney may require. The Successful Proposer shall remove or remediate any hazardous materials that are required by law to be removed or remediated for the Successful Proposer s project. D. Zoning D3 Waterfront Industrial District Zone. Under this zoning classification, marine-related commercial or industrial establishments are allowed by right; food services, general commercial, and recreational establishments are allowed by warrant approved by the Coordinated Review Committee. For more information, please review the Miami 21 Zoning Code, D3 Waterfront Industrial District Zone, attached herewith as Appendix II. E. Property Accessibility The Property is located on the Miami River and within the Miami River District on the outskirts of Miami s Central Business District, a neighborhood bounded by the Miami River to the south, I-395 to the north, I-95 to the west, and Biscayne Bay to the east. The Miami River District is developed with restaurants and commercial docking facilities. The Central Business District is dominated by a variety of high-rise office and residential projects and is experiencing a historic residential construction boom. It is being transformed into a mixed-use neighborhood featuring shopping, working, living and entertainment venues. Downtown Miami is a collection of districts that include Park West, Omni/Media and Entertainment in addition to the Central Business District. The Property is accessible from North River Drive, which borders the Property on the Northeast. F. Impact Fees The Successful Proposer must pay for any and all impact fees related to its improvements to the Property. 9

10 III. PROPOSAL REQUIREMENTS & FORMAT Proposals should be submitted in a bound format with tab dividers separating each section. A minimum font size of 10 point, 1 inch margins, and single spacing shall be utilized on all text documents submitted. Prospective Proposers shall utilize the following outline to prepare their proposals, adding tabs and sub-tabs as needed to all bound copies. There shall be submitted one (1) original, twenty-two (22) bound copies with tabs, 1 unbound copy without tabs for possible duplicating needs and 1 electronic PDF copy submitted on a CD-ROM or Flash Drive. All required drawings shall be submitted in the scale herein specified with one (1) original mounted on boards no larger than 24 x 36. The Proposer must submit three (3) additional copies of all required drawings reduced proportionately to an 11 x 17 format. The reduced drawings shall also be submitted electronically and may be used on the City s website to inform the community about the proposals. A total of no more than 14 boards will be accepted. For your convenience, a checklist entitled RFP No Checklist is attached as Appendix IV to ensure you have included all the required documents, charts, and other information for this RFP submission. A. TABLE OF CONTENTS Table listing sequential page location of all contents, including all required response forms, charts and illustrations. B. EXECUTIVE SUMMARY Summarize the proposal providing an overview of the proposal submission. C. VISION, GOALS AND OBJECTIVES OF PROPOSED PROJECT Summarize the vision, goals and objective of the proposed project. D. COMMUNITY BENEFITS Summarize the range and quality of programs to be offered as a benefit to the local community, including the number of potential jobs to be created. E. PROJECT PLAN The project plan shall be prepared by a team of specialized, registered design professionals. The design professionals must strive to create a development with a meaningful sense of place. The project plan shall take into account the Urban Design Principles for the specified area. The plan shall include: 1. Narrative Description 2. Site Program Analysis, including if applicable: Overall site development including improvements to existing structure, if any, and surrounding modifications to the Property. Number and use(s) of building, square footage (both gross and rentable). 10

11 Number, type, size, construction and description of proposed operations by category. Architectural features. Permitting and environmental issues. Parking solutions or agreements. 3. Site Plan Plan should illustrate the relationship and connectivity of the proposed project to adjacent roadways, residential or commercial neighborhoods and the general area. Required scale = 1 : Proposed Project Site Plan including: Land/Space Uses Building Location View Corridors Pedestrian Access Proposed Valet Parking Areas, if any Required scale = 1 : Renderings of Overall Site From Within Project (3 different renderings from this view will be accepted) illustrating: Context Building Height Architectural Elements Architectural Features Parks/Plazas/Greenways/Open Spaces Signage F. OPERATIONAL PLAN The Proposer shall provide a brief narrative on the Proposer s plans for the management and operations of the proposed project during the term of the Lease, including a description of services to be provided, number and type of employees to be hired, hours of operation, etc. G. MARKET ANALYSIS AND ECONOMIC FEASIBILITY Proposals shall include the following elements allowing an understanding of their likely market and economic feasibility: A market analysis sufficient to establish the market support for this type of facility and other proposed uses, based upon analysis of demand generators, competitive supply, market pricing, competitive position, and anticipated market share/capture. A projected development phasing schedule, if any. 11

12 An analysis of projected revenues and operating expenses broken out for each major component covering at a minimum the first five (5) years of operation. The analysis shall specify the basis for these estimates. A written statement indicating the total dollar amount to be spent on permanent physical improvements to the Lease Property, including building improvements, site improvements and equipment purchases associated with the project, including public spaces and amenities, as well as that required for all start-up costs and initial operating expenses. The development/renovation cost estimates shall be itemized to include significant line items within the major categories of hard, soft (including predevelopment fees), and financing costs, and allocated by project component and building and phase. H. FINANCIAL PLAN Proposals shall include a description of the financing plan for the project, including a description and estimation of all sources of construction/renovation and permanent debt and equity funds to be used in the project. Target returns and other financing considerations should be presented. Prior to its execution of a Lease, the City shall require written evidence that the Successful Proposer has received a firm and irrevocable commitment of all funds necessary to construct, equip, and initiate operation of the proposed Project for a stabilization period determined by the City. The City reserves the right to further evaluate and/or reject financing commitments when the term, the identity of the financing source or other aspect of such financing is deemed not in the best interest of the City or the project. I. FINANCIAL FEASIBILITY Proposals shall include a cash flow analysis(es) integrating revenues, operating expenses, development costs, and debt service for a minimum of the development period and first five (5) years of the project s operation. Analysis(es) shall be presented in such a manner to enable a clear understanding of financial feasibility and financial inflows and outflows both on a building-by-building basis and an integrated total basis over any phased development schedule, and shall also enable a clear understanding of the projected rents and any other financial returns to the City over the projection period. J. FINAL RETURN TO THE CITY The Proposer shall provide a financial return to the City in the amount greater than or equal to One Hundred Ninety Five Thousand Five Hundred Dollars and 00/00 cents ($195,500.00) per year ( Minimum Base Rent ) and must propose a Percentage Rent of the Gross Revenues, as defined in the Lease. Additionally, the Minimum Base Rent shall be adjusted on an annual basis by the greater of CPI or three percent (3%) escalator. In no event shall the Minimum Base Rent be increased by greater than five percent (5%). Fair Market Value Per City of Miami Charter Section 3(f)(iii)(B), the City of Miami may only lease waterfront property on the condition that the terms of the contract result in a fair return to the city based on two independent appraisals. As a result, all proposals 12

13 deemed responsive shall be subject, at the City s sole discretion, to two independent appraisals based on each proposed Project. Said appraisals shall be prepared by two (2) State-certified appraisers selected by the City. In the event the City elects to obtain an appraisal based on the proposed project, the value determined by the selected appraisers shall be deemed relevant and persuasive to the Review Committees and the City Manager s final determination of the Successful Proposer. Any rent negotiated between the City and the Successful Proposer must be confirmed as meeting the fair market value requirement of the City Charter as determined by a State-certified general appraiser. Under no circumstance may the City accept a proposal falling below the appraised market value for the proposed project. The appraisal shall consider all contributions required by this RFP. Proposals shall include sufficient analyses of revenues, operating expenses and development costs to justify the proposed Lease payments, which must provide the City with at least fair market value based upon the proposed project. Each Proposer shall specifically state in its proposal that it agrees that annual Lease payments shall meet fair market value, at a minimum, if its proposal is accepted by the City. K. ATTACHMENTS (1) RFP Registration Form & Fee: Complete Registration Form attached hereto as Exhibit A and pay the applicable fees associated with this RFP, including: (i) (ii) A non-refundable $ Registration Fee; and A refundable $100, initial Earnest Money Deposit. The Earnest Money Deposit shall increase to ten percent (10%) of the proposed cost of construction once the Successful Proposer has been chosen. (2) RFP Submission Form: Complete to its entirety the RFP Proposal Submission From attached hereto within Composite Exhibit B. Please note that a responsible proposal is one that has the capability in all respects to fully perform the requirements set forth in the proposal and the proposed Lease. A responsive proposal is one that conforms in all material respects to the RFP. Any missing information will be deemed not responsible or non-responsive and will therefore be grounds for disqualification from the RFP process. (i) Proposers must add as an attachment to Composite Exhibit B an 8 ½ x 11 sketch showing the proposed design, remodeling, renovation/build-out improvements to be made by the Proposer as Exhibit B3. (ii) Proposers must also identify the dollar amount of the proposed remodeling/renovation/build-out costs associated with the capital improvements to be made in the proposed Property. (3) Threshold Qualifications & Standards Please provide details on the proven track record, qualifications and experience of the key persons involved in the management and operations of the proposed business 13

14 ( Business Team ) and the key persons to be involved in the remodeling, renovation or build-out of any proposed improvements ( Development Team ), on Exhibits C1 and C2. Résumés should be provided for both the Business Team and Development Team. Proposers are required to assemble the requisite expertise, experience, financial and management capability to meet these threshold requirements. As such, where applicable, these standards will be applied to the Proposer s team as a whole, in a manner that is commensurate with the allocation of responsibility within the team. The City has identified the following factors that shall serve as threshold qualification standards for this RFP process. The Proposer must meet all elements of the threshold qualifications outlined in i or ii below, and must also satisfy requirements b) through h) below: a) Experience: i. At the time of submission, Proposer shall possess and have experience directly managing and operating an establishment substantially similar to the proposed business, providing similar goods, services or any combination thereof during the last fifteen (15) years; ii. OR Proposer shall possess and have a minimum of five (5) years experience directly involved in the ownership and day-to-day operation of a business establishment substantially similar to that proposed during the last ten (10) years. In either case, Proposer must identify which category it is using to qualify for this RFP. Proposer must also provide a summary of the credentials, résumé(s) and experience of the persons to be used to qualify the Proposer under subsection i or ii above. Proposers must identify the number of years of experience for each member of the Business Team, including the principals as well as management and operations personnel. b) Proposer must provide the credentials, résumé(s) and experience of the proposed management team that will operate the proposed business. c) At the time of submission, Proposer must have played a leading role or must have had principal responsibility or other demonstrated experience in the successful design, remodeling, renovation and build-out of a project(s) of similar size and complexity as the project and uses proposed. 14

15 d) Proposer and/or its principals must have had experience with the successful financing of at least one (1) project of similar size or greater. e) Proposers must pass the background check requirements specified in this RFP and submit executed consent forms for the Proposer and each principal on the applicable entity and individual consent forms attached hereto as Composite Exhibit G. f) Proposers and their proposal submissions must be deemed both responsive and responsible pursuant to Section (VI) below. g) Financial & Business References: Proposers shall provide the contact information for three (3) business references for each principal, including contact names, company and/or project names and contact telephone numbers of individuals who can attest to the projects with which the individual has worked on in Exhibit B1 ( RFP Submission Form ). Each principal must provide at least one (1) financial reference. For the purposes of the financial reference, Proposers shall provide evidence of financial wherewithal or financing from a financial institution as Exhibit B2 ( Letter of Commitment ) showing the Proposer s capacity to remodel/renovate/build-out, maintain and operate the proposed business operations. Please note that the Letter of Commitment must be on the financial institution s letterhead stationery. h) Sketch of Proposed Improvements: Provide a sketch of the proposed floor plan, showing any and all of the improvements to be implemented by the Proposer. The City reserves the right, at the City s sole discretion, to request additional information from the Proposer for the purposes of clarifying any financial statement or documentation included in the RFP Response. (4) Certifications: Complete the appropriate Certification of Authority attached in Composite Exhibit D. (5) Disclosure/Disclaimer: Complete the Proposer s Disclosure/Disclaimer attached hereto as Exhibit E. (6) Proposer s Organizational History/Structure and Chart: In a narrative form, please describe the Proposer s organizational and business history and explain why the Proposer s background makes it ideal for this opportunity. (7) Insurance Requirement: Within ten (10) working days following notice of award by the City, the Successful Proposer shall furnish to City Certificates(s) of Insurance, which indicate that insurance coverage has been obtained which meets 15

16 the requirements as outlined below in Exhibit F. This RFP number and/or title of this RFP must appear on each certificate. All policies and/or certificate(s) of insurance are subject to the review and approval by the City s Risk Management Department prior to approval. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the Certificate Holder. If insurance certificates are scheduled to expire during the contractual period, the Successful Proposer shall be responsible for submitting new or renewed insurance certificate(s) 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 specified in the Lease, the City may suspend the Lease until such time as the new or renewed certificate(s) are received by the City in the manner prescribed in this RFP. The City may, at its sole discretion, terminate the Lease for cause and seek re-procurement damages from the Successful Proposer in conjunction with the terms and conditions of this RFP. The Successful Proposer shall be responsible for assuring that the insurance certificate(s) required in conjunction 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 Successful Proposer. (8) Additional Information: Provide any other information, for any proposed improvements to the Property, as needed, to describe the Proposer s proposed use or capability to implement the project. IV. LEASE TERMS In order to be considered for the award of this RFP, the successful Proposer must accept the Lease attached herewith as Appendix III. Certain provisions of the Lease shall remain nonnegotiable, including, but not limited to, any and all items required by this RFP, as well as those provisions relating to indemnification, hold harmless, insurance, and guarantees. In the event of a conflict between the terms of this RFP and the form Lease included herein as Appendix III, the terms of this RFP shall govern, until such time that the Lease is negotiated and executed between the parties. Once the Lease is executed, the terms contained therein shall govern. The City may make additional changes to the Lease prior to execution in order to ensure consistency with the terms of this RFP, subject to review and approval by the City Attorney. The City will not consider a sale of any part of the Property. The Successful Proposer shall have no vested rights, nor any title or interest in the property or in the development proposed thereon until such time as a Lease is fully executed, and then only in the manner stipulated therein. 16

17 V. REGULATORY PROCESS Proposers to the RFP are responsible for determining which permits and approvals will be required for any and all construction and/or operations at the site. The Successful Proposer, at its sole cost and expense, shall be responsible for acquiring all required permits and approvals from all agencies with jurisdiction, including, but not limited to, the city, county, state, federal agencies and all public utilities. Additionally, any improvements must comply with all applicable building, fire, zoning, health and other code requirements. The City, pursuant to all necessary reviews and approvals of design concepts, will, if necessary, provide owner sign-offs required for the successful Proposer to obtain the appropriate regulatory permits from local, state, and federal agencies. VI. RESPONSIVE/RESPONSIBLE PROPOSERS The City shall automatically deem any proposal non-responsive/non-responsible, as applicable, nor will the City enter into any Lease or other agreement with any Proposer, principal, or related parties of any proposing entity whose members: i) are in arrears to the City for any debt or obligation; ii) have any uncured defaults or have failed to perform under the terms of any agreement or contract with the City within the past ten (10) years; iii) are in default under any agreement or contract with the City on the date and time the proposal is due; iv) have caused fines to be levied against the City; v) have any past, present or on-going litigation with the City; vi) have filed and not prevailed in frivolous lawsuits, as that term is defined by section , Florida Statutes as determined by a final order of the court; vii) have past, present or pending involuntary bankruptcies, liquidations, or foreclosures within the past seven (7) years on projects or businesses they have owned, operated, or controlled; viii) have caused any city-owned land or improvements to incur environmental damage, environmental contamination liability or any other material liabilities; or ix) has otherwise been determined as not a responsive and/or responsible proposer as defined by and of the City Code, and by the laws of the State of Florida. Notwithstanding the foregoing, any Proposer who disputes the City s claim or demand for any debt or obligation, may, during the pendency of the dispute, deposit the amounts the City claims are due in an escrow account, subject to an escrow agreement negotiated with the City prior to responding to this RFP and seek a judgment from a court of competent jurisdiction. Any such escrowing of funds shall allow a Proposer to qualify to respond to this RFP and the funds shall be held in escrow until the dispute is resolved. If the City has quantified a dollar amount attributable to a failure to perform under ii) above, a Proposer disputing such claim or demand may also avail itself of the escrow provisions. Similarly, any Proposer, or its principal(s) that is determined by a court of competent jurisdiction or administrative agency, to have caused any liability or damage to the City, directly or indirectly, shall be immediately responsible for payment of the judgment or fines. If the Proposer, or its principal does not pay the judgment or fines within 30 days after the date of the City s written notice, either during the RFP process or anytime during the term of any leasehold awarded pursuant to this RFP, the Proposer or Lessee, as applicable, shall be immediately disqualified and any Lease shall be immediately terminated, with no other cure rights. In such event, the City shall 17

18 immediately own any improvements built on the Property, with no responsibility, financial or otherwise, to the Lessee. Failure to Disclose Information Should a Proposer or any principals, related entities, or related assignees fail to disclose information relating to the following: i) outstanding arrearages or indebtedness with the City; ii) uncured defaults or failure to perform under the terms of any agreements or contracts with the City within the past ten (10) years; iii) any default with the City under any agreement or contract on the date and time the proposal is due; iv) any fines it caused to be levied against the City; v) any past, present or on-going litigation with the City; vi) any litigation or legal dispute within the past ten (10) years; vii) past, present or pending bankruptcies or foreclosures within the past seven (7) years on any project or business owned or controlled; viii) role in causing any cityowned land or improvements to incur environmental damage, environmental contamination or liability or any other material liabilities, the Proposer shall be automatically disqualified from further consideration in this RFP process. VII. CONE OF SILENCE The Cone of Silence shall apply to this RFP. Pursuant to Section of the City of Miami Ordinance No , a Cone of Silence is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager s written recommendation to the Miami City Commission, as may be applicable, is received by the City Clerk, or at such time that bids or proposals are rejected by the City Commission or the City Manager; provided; however, that if the City Commission refers the recommendation back to the City Manager for further review, the Cone of Silence shall be re-imposed until such time as the City Manager s subsequent written recommendation is received by the City Clerk. 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, Per said Ordinance, the Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLIs or IFB (bids) between, among others: potential vendors, service providers, proposers, offeror, respondent, bidder, 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. This section does not include the complete language of the aforementioned ordinance and should not be relied upon in lieu of the ordinance itself. VIII. DEADLINE FOR RECEIPT OF INFORMATION / CLARIFICATION Pursuant to the Cone of Silence, any request for additional information or clarification must be received in writing no later than 2:00 p.m. on August 28, Interested individuals ( Proposers ) must their requests to the attention of, Jacqueline Lorenzo, Property Management Specialist, at jlorenzo@miamigov.com. All questions and responses will be published as an Addendum on the Department of Real Estate and Asset Management s website at the following RFP link: 18

19 IX. RECEIPT OF RESPONSES Sealed proposals must be received by the City Clerk no later than 2:00 p.m. Eastern Standard Time, on September 14, Provide one (1) original and twenty-two (22) copies of the signed and dated proposal, accompanied by the required documentation to the Office of the City Clerk, Attn: Todd Hannon, 3500 Pan American Drive, First Floor, Miami, Florida Sealed proposals must be clearly marked and labeled on the outside of the envelope/package as North River Property RFP No Failure to submit a Response by the due date and time, and at the location specified above, will result in disqualification. X. REVIEW COMMITTEE AND SELECTION PROCESS An Evaluation Committee ( Committee ) will be created by the City Manager to evaluate each Proposal to determine which acceptable submission is most advantageous and in the City s best interest. The Committee may require an oral presentation from Proposer(s). Proposers shall be evaluated and awarded points on the basis of the following Evaluation Criteria: Overall Experience and Qualifications - Relevant business and project team experience in similar projects - Financial capability and availability of financial/business references Proposed Revenues - Amount of financial return to the City, including the greater of Minimum Base Rent and Percentage Rent Design - Aesthetics & Functionality of Proposed Improvements - Improvement to the Miami River Walkway - Maximization of marine activities Public Benefit - Enhanced continuity of Miami River Walkway - Public access to the Miami River from North River Drive - Maximum frontage to the Miami River Local and Minority Participation - Short term and long term participation of minority individuals - Local office maintained by Proposer 30% 35% 20% 10% 5% Proposals will be reviewed and evaluated by the Committee. The Committee will be responsible for recommending to the City Manager the most qualified firm with whom to negotiate a Lease. The Committee will render a written memorandum and completed and signed evaluation forms to the City Manager of its evaluation of all responsive and responsible proposals. The Committee has the authority to recommend one or more, or none, of the proposals as it deems to be in the 19

20 best interest of the City. The Review Committee s recommendation is accompanied by written justification of its findings. The City Manager shall have the right to approve the Committee s recommendation, reject the Committee s recommendation and instruct the Committee to re-evaluate and make further recommendations, or reject all proposals. In the event that the City Manager accepts the Committee s recommendation, the City and the Successful Proposer will then negotiate the terms of the Lease, and the same shall be submitted to the City Commission for approval. If approved by the City Commission, the Lease will be included in the March 2016 elections to be approved or rejected by the electorate at referendum. The Successful Proposer shall execute the Lease no later than thirty (30) days following referendum approval. The City of Miami reserves the right to accept any proposal deemed to be in the best interest of the City, to waive any irregularities in any proposal, and/or to reject any and/or all proposals at any time before or after receipt of the RFP proposals or during the review and evaluation process, without undertaking the complete evaluation process and without re-advertising for new proposals. In the event that negotiations with the Successful Proposer fail, or should the Successful Proposer fail to enter into a Lease with the City, the City may then negotiate with the second highest ranking bidder without reissuance of the RFP, and, if not, with the third highest ranking bidder in the event that the second highest ranking bidder is unwilling or unable to either negotiate with or enter into a Lease with the City. Any proposals that have been submitted by Proposer entities (or their principals) which have defaulted on City of Miami contracts or have been terminated from a City of Miami contract within the past five (5) years for poor or inadequate performance will be automatically disqualified from this RFP selection process. The timetable for the RFP selection process is summarized below. Note that these are target /tentative dates and are subject to change by the City. Anticipated Selection Schedule Dates RFP Available to Public/Date of Issuance & Advertisement June 15, 2015 Pre-Proposal Submission Conference and Site Visit (attendance is not mandatory, but encouraged) June 30, 2015 Deadline for Questions August 28, 2015 Proposal Submission Deadline September 14, 2015 Oral Presentations to Selection Committee September 29, 2015 Selection Committee Meeting October 8, 2015 Recommendation from Selection Committee to City Manager October 9, 2015 City Commission adoption of Legislation Authorizing the Lease subject to Referendum approval November 19, 2015 Vote of Electorate by Referendum March 15,

21 XI. BACKGROUND CHECK/DISQUALIFICATION Proposers shall be required to perform, at the Proposer s sole cost, a complete background and credit check of the Proposer, the proposing entity, related entities or assigns, and its principals as well as reference checks on the principals of every member of the proposing entity, and or its assigns. This shall include any and all checks that would reveal any of the information requested in section IV above, Responsive/Responsible Proposers. The background and credit check provided by the Proposers shall be in a sealed envelope from an independent and impartial third-party company, and directed to the City of Miami Department of Real Estate and Asset Management. The background report shall be provided together with submission of the Proposal. In the event the City is not satisfied with the background check provided, the City shall be entitled to perform, or cause to be performed, an additional background and credit check of the Proposer, the proposing entity, related entities or assigns, and its principals as well as reference checks on the principals of every member of the proposing entity, and or its assigns. Proposer shall be responsible for any and all costs incurred by the City for this additional background check. Proposers must submit forms providing the City consent to conduct background screening on the Proposer and all Proposer s principals, or related entities and/or assignees and/or team members using the form provided in Exhibit G along with their proposals submission. For the purposes of this RFP, a principal shall be defined as any person, individual or entity having any ownership or major operational role in the Proposer s project. Proposers that include as part of their team foreign nationals or foreign entities must fully comply with all of the requirements of the Patriot Act. Those Proposers who do not comply shall be automatically disqualified from further consideration in this RFP process. Consent forms, background screening and credit checks related to this RFP will not be made Public Records. X. REFERENDUM City of Miami Charter Section 3 Powers, provides, in relevant part, that the City of Miami shall have the power to lease City-owned waterfront property on the condition that certain Charter requirements are met, including that such lease shall not be valid unless it has first been approved by a majority of the voters of the city. As a result, the proposed transaction must be approved by voters at a referendum prior to the City fully executing the Lease Agreement. Lease negotiations must be substantially concluded in time to be considered by the City Commission for placement on the March 15, 2016 election ballot. In the event that said negotiations are not timely concluded, Proposer has the option to pay for a special referendum election at a cost of approximately $1 million. The City reserves the right to either reject all proposals or submit the proposed transaction to a vote at the earliest convenient opportunity. If the proposal(s) is rejected or the proposed transaction is rejected by referendum vote, the proposed project shall be terminated. In the event 21

22 of such a termination, the developer/operator has no vested rights, or title or interest in the Property or to the development proposed thereon, or a claim upon the City for any expenses incurred in the proposal process. Deposits submitted to the City for participation in this referendum process shall only be refundable if the City elects to reject all proposals. 22