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10a1 RESOLUTION NO. 2 3 A resolution of the Mayor and City Commission of the City of South 4 Miami, Florida instructing the City Manager and the City Attorney on 5 proceeding with the outstanding issues concerning the Municipal 6 Garage and the Lease Agreement with Mark Richman Properties; and 7 providing an effective date. 8 9 WHEREAS, the Committee of the Whole on March 23, 2010 discussed issues 10 with the Municipal Garage, and gave appropriate instructions to the City Manager and the 11 City Attorney; and 12 13 WHEREAS, it is appropriate that the aforesaid instructions be formalized by a 14 resolution. 15 16 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY 17 COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, THAT: 18 19 Section 1. The Mayor and City Commission hereby retain Oscar Rivera, with 20 the Law Firm of Siegfried, Rivera, Lerner, De La Torre & Sobel, P.A. to represent the 21 City of South Miami in conjunction with issues under the Lease and with the Property 22 Appraiser, pursuant to the attached engagement letter dated March 24, 2010, which 23 engagement letter is attached to and made a part of this resolution as though fully set 24 forth herein. 25 26 Section 2. The City Manager, City Attorney, and outside counsel shall 27 determine whether the failure to pay ad valorem taxes on March 30, 2010, because an 28 Appeal was filed, constitutes a default under the Lease. (Note: The taxes have been paid 29 as of March 30, 2010) 30 31 Section 3. The City Manager shall work with the Audit Committee to retain 32 an independent accounting firm to review the Lease, check for compliance, establish 33 actual capital costs and relevance of debt payments which information should be 34 furnished to the City Commission as soon as possible. The City Manager is to add this to 35 the scope of work to be done by the same audit firm being selected by the Audit 36 Committee to perform the City's annual audit. The garage related audit work will be a 37 stand -alone report. Thus, the selection process for said auditor of the Garage will be the 38 same accounting firm that is being selected in the selection process currently underway 39 for annual audit of the City. The City Commission shall be the final authority for 40 awarding the audit agreement. 41 42 Section 4. The City Manager, City Attorney, and outside counsel shall keep 43 the lines of communication open with the County Attorney and Property Appraiser in 44 addressing the situation wherein the Property Appraiser previously suggested that the 45 Garage and its actual space could be converted into a condominium. It should be clear 46 that the City has not made a final determination as to whether or not it is in the best Page 1 of 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 interest of the City of South Miami to convert the Garage property into a condominium and any such action may be done with approval by the City Commission. Section 5. This resolution shall take effect immediately upon approval. PASSED AND ADOPTED THIS DAY OF 2010. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM AND SUFFICIENCY: LAURENCE FEINGOLD CITY ATTORNEY WAMy Documentskesolutionsaesolution garagestoddard rev.doe Page 2 of 2 0,19JI&SIN s MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Newman: Commissioner Palmer: Commissioner Beasley: Commissioner Harris: 8211 WEST BROWARD BOULEVARD I SUITE 250 ( PLANTATION, FL 33324 BROWARD 954.781.1134 1 FAX 954.465.2590 1 TOLL FREE 800.737.1390 OSCAR R. RIVRRA OIt IFERA@.SIECFR IEDLAAV.COdi March 24, 2010 VIA EMAIL AslanF(daol.com Laurence Feingold, Esq., City Attorney LAURENCE FEiNGOLD, P.A. City of South Miami 6130 Sunset Drive South Miami, Florida 33143 Re: Engagement of Siegfried, Rivera, Lerner, De La Torre & Sobel, P.A. Matter: City of South Miami Parking Garage Issues Dear Mr_ Feingold: REPLY TO ERONVARD OFFICE We are pleased that the City has agreed to engage our firm. The following engagement letter shall provide the basis for our representation of your interests. The matter for which engagement is being considered pertains to the review and analysis of certain lease and ad valorem tax issues associated with the City's parking garage: As discussed, our firm will bill you for services rendered on your behalf at this firm's hourly rates. Our current discounted hourly rates are $285.00 per hour for associates' time and $300.00 per hour for shareholders' time. These rates are subject to annual review and change upon notice. The number of hours spent working on your matter will be recorded on daily time sheets and billed to you on a monthly basis. Invoices are due within ten (10) days of presentation. Any invoice which remains unpaid for thirty (30) days, shall accrue interest at the rate of one (1 %) percent per month, until paid. We will endeavor to be as conservative as possible with the number of hours spent on your matter. The statement for professional services will describe the service rendered, the time spent rendering that service and the cost of that service to you. We ask that you review the statements carefully upon receipt in order to obtain a clear understanding of what has occurred on the matter and the value of the work performed. It is as much our goal to provide quality Laurence Feingold, Esq., City Attorney March 24, 2010 Page 2 of 4 legal service as it is for our clients to be satisfied with the cost of such services and be informed as to the status of their matter. In addition, it is agreed that you shall also pay the firm for all out -of- pocket expenses and internal charges associated with your representation. These charges which may exceed direct costs and include allocated overhead expenses, include but are not limited to, overnight and courier charges, long distance telephone calls, data imaging and transmissions, photocopying (currently billed @ 25 cents per page), postage, filing fees, deposition costs, court reporter costs, expert costs, travel, lodging and the like. All intrastate travel will be charged at coach class fare; interstate and international travel will be charged at business class fare. It is the policy of this firm not to advance costs on behalf of clients. In order to begin your representation, the firm will require an initial retainer in the amount of $ -0 -. The retainer will be placed in trust and applied to the last bill generated on the file. However, we reserve the right (in our sole discretion) to use the retainer at any time should you become delinquent in your payment obligations. If we elect to use the retainer, we will request that it be replenished. If you are unable to replenish the retainer, unable to reimburse the firm for any disbursements or unable to meet your financial obligations, it is understood that the firm may terminate the representation of your interests. Further, you have the right to cancel this agreement at any time by providing us ten (10) days prior written notice at the address stated above. Once you cancel our further representation, you as a client will not be obligated to pay any fees subsequently incurred, however, we will be entitled to payment of any outstanding sums due through the day of termination by you, including any cost bills received after termination. If you should engage us under this representation letter to file any lawsuits or claims on your behalf, or defend same, it is agreed that neither this firm as your attorneys, nor you as a claimant, will settle any claim arising out of this engagement without first having obtained the consent thereto of the other. It is further agreed that from the proceeds of any recovery in such claim, whether by settlement, judgment or otherwise, the firm may deduct its attorneys' fees and all costs and expenses which remain unpaid at the time of settlement or payment of the judgment amount. It is further agreed that the firm is authorized to deduct any outstanding fees and costs from any escrow deposits held in trust by the firm. Results in litigation cases are sometimes a factor in determining fees. The hourly rates quoted above are minimum figures. Regardless of the outcome of the matter, you are obligated to pay the minimum rate. If the law permits however, we will endeavor to recover the ultimate fees and costs from your adversary. In such case, we may be entitled to a reasonable fee which exceeds the minimum fee you agree to pay. You agree to pay us the minimum fees set forth herein, or any higher fees awarded to us by the Court from your adversary. Any fees or costs actually obtained from your adversary Laurence Feingold, Esq., City Attorney March 24, 2010 Page 3 of 4 will belong to this firm and be credited to your total bill charged by this office. However, you are primarily responsible for timely payment of the total bill unless and until payment of all or part is made to us by the opposing party. We reserve the right to withdraw as counsel, upon reasonable notice to you, in the event circumstances occur which in our opinion make it difficult or inappropriate for our firm to continue to represent you. In either such event, we are specifically authorized to withdraw as attorneys of record, provided we have taken reasonable steps to avoid foreseeable prejudice to your rights, including giving you due notice; allowing time for employment of other counsel; delivering to you all papers and property to which you are entitled (subject to this firm's right to assert an attorney's lien against all such materials as described below); and compliance with all applicable laws and rules. In the event we exercise this right to withdraw, we shall nevertheless be entitled to the full amount of our fees for services rendered to the date we cease providing services. Upon commencing work on your behalf, this firm has the right to retain any and all files, papers and other property coming into our possession in connection with this case until we have been paid all costs and fees due us under this agreement. This firm also has what is known as a charging lien, the right in court proceedings to collect from the recovery all costs and fees due to us under this agreement. In addition to the retaining lien and the charging lien, it is specifically agreed between this firm and you that we have a general lien upon the work covered by this agreement in any judgment, settlement, recovery or proceeds thereof in whatever hands they may come. This lien is against any real estate or tangible personal property or money and other property which may be covered by or which is the subject matter of the work. We shall not be required to release any lien until all fees and costs have been fully paid. This firm shall not be liable to you for any loss you may have because of our exercising any lien in order to obtain full payment of fees and costs. If the firm deems it necessary to do so for the protection of our interests, we may file this agreement in court proceedings or record it in the public records. The venue for the resolution of any disputes concerning this agreement shall be in Miami -Bade County, Florida, with the prevailing party entitled to recover a reasonable attorney's fee and costs at all trial and appellate levels. It is expressly understood and agreed that the parties hereto waive the right to a trial by jury of any dispute arising out of this agreement. IT IS UNDERSTOOD AND AGREED THAT THIS FIRM HAS MADE NO WARRANTIES OR REPRESENTATIONS CONCERNING THE SUCCESSFUL OUTCOME OR TERMINATION OF THIS MATTER, AND THAT PAYMENT TO THIS FIRM IS NOT PREDICATED UPON A SUCCESSFUL OUTCOME. If the foregoing is acceptable, please date and sign the enclosed copy of this letter and return same to us together with your initial retainer in the total amount of $ -0 -. Also, at that time, please provide us with a copy of any pertinent documentation necessary to properly begin the representation of your interests. In the event that we do not receive an executed copy of this agreement and your initial retainer, we will assume Laurence Feingold, Esq., City Attorney March 24, 2010 Page 4 of 4 that you have elected not to retain this firm to represent you and no services will be provided, We appreciate the expression of confidence shown by you in the hiring of our law firm. We will strive to provide you with the best legal services at the lowest possible cost. If you should have any questions, please do not hesitate to contact us. Very truly yours, SIEGFRIED, RIVERA, LERNER, DE LA TORRE & SOBEL, P.A. BY: ze�'� Oscar R. Rivera, for the Firm READ, AGREED and ACCEPTED this day of 12010. CITY OF SOUTH MIAMI I-W Oscar R. Rivera, ESQ. is a shareholder of Siegfried, Rivera, Lerner, De La Torre & Sobel, P.A. He is the senior real estate member and heads the firm's real estate property practice group. He received his undergraduate degree in accounting from the University of Miami and his J.D. degree from Georgetown University. He is admitted to the Florida Bar, U.S. District Court, Southern District of Florida and U.S. Tax Court. He is Vice - President of the Florida Shopping Center Political Action Committee and is also actively involved in the International Council of Shopping Centers ( "ICSC "), having served as Florida State Director and Government Affairs Director and as Chairperson of the International Conference of the Americas, the U.S. Shopping Center Law Conference and the Florida Law Symposium. He is a member of the faculty of the University of Shopping Centers at the Wharton School at the University of Pennsylvania, and is a member of the faculty for the John Riordan School of Professional Development at Michigan State University. He has taught "The Economics of a Lease'; "Rent, Escalations and Pass Throughs'; "The Lease Language and Applications of Law'; "Leasing 101 - Everything You Need to Know About Leases' and "The Basics of Leases': He also was a drafter of the ICSC model Shopping Center Study Lease. Mr. Rivera regularly represents developers, tenants and third party managers in acquisition, development, leasing, finance and enforcement actions related to mixed use and commercial properties. Mr. Rivera also has extensive experience representing municipalities in the creation of condominiums to minimize real property tax consequences for municipalities. He has done work for the City of Miami, the City of Miami Beach and the City of Coral Gables creating mixed use condominium documents for multiple projects. He is a frequent lecturer on various real estate topics, and has been an adjunct professor of real estate law at the University of Miami School of Law.